Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer. (b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reports.
Appears in 18 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2012-1), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-1), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2011-2)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. With respect to any tax return required to be prepared by the Securities Administrator for calendar year 2013, ▇▇▇▇▇ Fargo as predecessor securities administrator agrees to provide such assistance and such information in its possession as shall be necessary to enable such tax return to be accurately prepared and timely filed by the Securities Administrator; provided, the foregoing shall not be construed to require the ▇▇▇▇▇ Fargo as predecessor securities administrator or the Master Servicer to prepare Schedule Q with respect to the fourth quarter of calendar year 2013. In addition, ▇▇▇▇▇ Fargo as predecessor securities administrator agrees to cooperate with the Securities Administrator in the preparation of a modified Form 8811 for the applicable REMIC for calendar year 2013. On or before the date hereof, ▇▇▇▇▇ Fargo as predecessor securities administrator shall also provide the Securities Administrator with all reasonably available information in its possession requested by the Securities Administrator to perform the ongoing tax reporting duties of the Securities Administrator hereunder. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reports.
Appears in 14 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2012-5), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2012-3), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2012-6)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer except to the extent that such information was provided in reasonable reliance upon information from any Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer agrees that it shall cause each Servicer to to, provide the Securities Administrator with such information related to the Mortgage Loans in the possession of such Servicer, as is necessary may reasonably be required for the Securities Administrator to prepare such reports.
Appears in 11 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-14ar), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-13)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared shall, on behalf of the Trust Fund, Fund and based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, prepare (or cause to be prepared) and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Depositor notifies the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare (or cause to be prepared) and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such the Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause enforce the obligations of each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsdocuments to the extent required under the applicable Purchase and Servicing Agreement or Servicing Agreement, as applicable.
Appears in 11 contracts
Sources: Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-A5), Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-A2), Pooling and Servicing Agreement (Bond Securitization LLC)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared and file on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to written instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Depositor notifies the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare or cause to be prepared and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such the Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 SS 4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsdocuments.
Appears in 9 contracts
Sources: Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2007-S1), Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-S2), Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2007-S2)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared and file on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to written instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Depositor notifies the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare or cause to be prepared and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such the Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 SS 4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause enforce the obligations of each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsdocuments to the extent required under the applicable Purchase and Servicing Agreement or Servicing Agreement, as applicable.
Appears in 8 contracts
Sources: Pooling and Servicing Agreement (J P Morgan Acceptance Corp I), Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-S2), Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-A4)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s 's possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer except to the extent that such information was provided in reasonable reliance upon information from any Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer agrees that it shall cause each Servicer to to, provide the Securities Administrator with such information related to the Mortgage Loans in the possession of such Servicer, as is necessary may reasonably be required for the Securities Administrator to prepare such reports.
Appears in 8 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-3ar), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-6xs), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-1ar)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to the Trustee for distribution to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute disseminate to the Trustee for distribution to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorAdministrator and the Trustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each of REMIC created hereunder1, REMIC 2, REMIC 3 and REMIC 4, an application for an employer identification number on IRS Form SS-4 SS 4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Securities Administrator shall, in accordance with industry standards, file with the Securities and Exchange Commission (the “Commission”) via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2004, the Securities Administrator shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2004, the Securities Administrator shall file (but will not execute) a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Securities Administrator shall not be required to sign). The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute and file each Form 8-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall furnish have no responsibility to file any items other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide than those specified in this section.
(d) If so requested, the Securities Administrator with shall sign a certification (in the form attached hereto as Exhibit Q) for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such information as is necessary for Form 10-K Certification (provided, however, that the Securities Administrator shall not be required to prepare undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 6 contracts
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pas THR Certs Ser 2003 Bc10), Trust Agreement (Structured Asset Sec Corp Mort Pas THR Certs Ser 2003 Bc9), Trust Agreement (Structured Asset Sec Corp Mort Pass THR Certs Ser 2003-Bc5)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reports.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2012-2), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-7), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2012-5)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Securities Administrator’s control of the Securities Administrator as the Depositor may reasonably request in writing. The Securities Administrator shall furnish to the Trustee, and who shall distribute furnish to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders them (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Securities Administrator shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, (ii) a copy of each report made available by the Credit Risk Manager pursuant to Section 9.34 (provided each such report is made available to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements) and (iii) such other information as is required by the Rules and available to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements. Prior to January 30 in the first year, unless it has received prior instructions from the Depositor not to do so, the Securities Administrator shall, in accordance with industry standards, prepare and file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2006 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Securities Administrator shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification neither the Securities Administrator nor the Trustee shall be required to prepare or sign) and such other information as is required by the Rules. The Securities Administrator shall furnish any promptly send copies of each periodic report filed on Form 8-K or other information that is required by applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the Code acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and regulations thereunder to be made available to the CertificateholdersDepositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively. The Master Servicer Trustee shall cause each Servicer have no liability for any delay in filing the Form 10-K or Form 10-K Certification due to provide the failure of any party to sign such Form 10-K or Form 10-K Certification. The Depositor hereby grants to the Securities Administrator with such information as is necessary a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney or (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items other than those specified in this section.
(d) If so requested, the Securities Administrator shall sign a certification (in the form attached hereto as Exhibit Q) for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such reportsForm 10-K Certification (provided, however, that the Securities Administrator shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 6 contracts
Sources: Trust Agreement (Structured Asset Investment Loan Trust 2005-2), Trust Agreement (Structured Asset Investment Loan Trust 2005-3), Trust Agreement (Structured Asset Investment Loan Trust 2005-1)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderREMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, Trustee upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Securities Administrator Trustee will file an IRS Form 8811.
(c) The Depositor shall furnish any prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Commission as in effect from time to time (the “Rules”)) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date and (ii) such other information that as is required by the Code Rules. Unless the Trustee receives written notice prior to January 15, 2006 not to do so, prior to January 30, 2006, the Trustee shall, in accordance with industry standards, prepare and regulations thereunder to be made available file a Form 15 Suspension Notification with respect to the CertificateholdersTrust Fund, if applicable. The Master Servicer shall cause each Servicer If so directed by the Depositor, the Trustee shall, at monthly intervals or such other less frequent intervals as are specified by the Depositor, file with the Commission via ▇▇▇▇▇ pursuant to provide Rule 424 under the Securities Administrator with Act a prospectus supplement prepared by the Depositor that includes (i) a cover page in the form provided by the Depositor, (ii) a copy of the statement to the Certificateholders for the most recent Distribution Date, and (iii) such other information as is provided by the Depositor. Prior to March 30, 2006 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. The Depositor shall furnish to the Trustee the form of Form 10-K the Depositor would like the Trustee to use in preparing the Form 10-K with respect to the Trust Fund no later than March 15, 2006. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Exchange Act (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) and such other information as is required by the Rules. The Trustee shall promptly send copies of each periodic report filed on Form 8-K or other applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and to the Depositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively. The Trustee shall not have any liability for any delay in filing the Form 10-K or Form 10-K Certification due to the failure of any party to timely sign such Form 10-K or Form 10-K Certification. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) and, if applicable, each prospectus supplement to be filed pursuant to Rule 424, on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney or (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section. The Depositor agrees to cooperate with the Trustee and Trustee’s counsel to assist the Trustee in determining the form and content of any filings that may be required pursuant to this Section 6.20(c) and, without limiting the Trustee’s responsibility hereunder, otherwise to assist the Trustee in fulfilling its duties under this Section 6.20(c).
(d) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit Q for the Securities Administrator benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to prepare undertake an analysis of, and shall have no responsibility for, any financial information, accountant’s report, certification or other matter contained therein, except for computations performed by the Trustee and reflected in distribution reports. Nothing in this Section 6.20(d) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit Q.
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 6 contracts
Sources: Trust Agreement (Lehman Mortgage Trust 2005-2), Trust Agreement (Lehman Mortgage Trust 2005-1), Trust Agreement (Lehman Mortgage Trust 2005-1)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderREMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, Trustee upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Securities Administrator Trustee will file an IRS Form 8811.
(c) The Depositor shall furnish any other information that is prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards customary for securities similar to the Certificates as required by the Code Exchange Act and the rules and regulations thereunder of the Securities and Exchange Commission (the “Commission”), file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2004, the Trustee shall, in accordance with industry standards applicable to the Certificates, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2004, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to industry standards applicable to the Certificates, with respect to the Trust Fund. The Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the “Form 10-K Certification”) signed by an appropriate party or parties designated by the Depositor (which Form 10-K Certification the Trustee shall not be required to sign). The Trustee shall have no liability for any delay in filing the Form 10-K due to the failure of such party to timely sign the Form 10-K or Form 10-K Certification. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor (other than the Form 10-K and the related Form 10-K Certification). To the extent any certifications pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended, or any similar certifications which may be required to be made available filed with any Form 8-K, the Depositor shall designate the appropriate party to sign such certification (which shall not be the Trustee). Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the CertificateholdersTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Master Servicer Trustee shall cause each Servicer have no responsibility to provide file any items other than those specified in this section.
(d) If so requested, the Securities Administrator Trustee shall sign a certification (in the form attached hereto as Exhibit Q for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to undertake an analysis of, and shall have no responsibility for, any financial information, accountant’s report, certification or other matter contained therein, except for computations performed by the Trustee and reflected in distribution reports. Nothing in this Section 6.20(d) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit Q.
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such information as is necessary for certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the Securities Administrator to prepare resignation or removal of such reportsPerson.
Appears in 6 contracts
Sources: Trust Agreement (Structured Asset Sec Corp Mort Passthr Certs Ser 2003-38), Trust Agreement (Structured Asset Sec Corp Mor Pass THR Cer Ser 2003-35), Trust Agreement (Structured Asset Securities Corp)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s Trustee's possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of each of REMIC 1, REMIC 2 and the Trust Fund and each REMIC created hereunderUpper Tier REMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable shall obtain a Taxpayer Identification Number for each of REMIC 1, REMIC 2 and the Upper Tier REMIC using another reasonable method. The Securities Administrator shall also file a If the application is filed on Form 8811 as required. The Securities AdministratorSS-4, the Trustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward copies of such notices to the Depositor, upon request. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such notice Distribution Date as an exhibit thereto. Prior to January 31, 2005, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2005, the Trustee shall file a Form 10-K executed by the Depositor, in substance conforming to industry standards, with respect to the Trust Fund. The Depositor shall be responsible for preparing all filings and certificates required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. The Trustee agrees to promptly furnish to the Depositor. The Securities Administrator shall furnish any other information that is required by , from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Code and regulations thereunder to be made available to Mortgage Loans as the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator Depositor reasonably deems appropriate to prepare such reportsand file all necessary reports with the Commission.
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series MLCC 2004-F), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series MLCC 2004-E), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderhereby, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer, the Trustee and the Depositor. The Trustee will file an IRS Form 8811. The Trustee shall have no obligation to verify the information in any form 8811 or form SS-4 filings.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities Administrator shall furnish any and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, and (ii) such other information that as is required by the Code Rules.
(d) Unless the Trustee receives written notice not to do so prior to January 30, 2006, the Trustee shall, in accordance with industry standards, prepare and regulations thereunder file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable.
(e) If so directed by the Depositor, the Trustee shall, at monthly intervals or such other less frequent intervals as are specified by the Depositor, file with the Commission via ▇▇▇▇▇ pursuant to Rule 424 under the Act a prospectus supplement to be made available prepared by the Depositor in ▇▇▇▇▇ accessible format that includes (i) a cover page in the form provided by the Depositor, (ii) a copy of the statement to the Certificateholders. The Master Servicer shall cause each Servicer to provide Certificateholders for the Securities Administrator with most recent Distribution Date, and (iii) such other information as is provided by the Depositor.
(f) Prior to March 30, 2006 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. The Depositor shall furnish to the Trustee the form of Form 10-K the Depositor would like the Trustee to use in preparing the Form 10-K with respect to the Trust Fund no later than March 15, 2006. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) and such other information as is required by the Rules.
(g) The Trustee shall promptly send copies of each periodic report filed on Form 8-K or other applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and to the Depositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively.
(h) The Trustee shall not have any liability for any delay in filing the Form 10-K or Form 10-K Certification due to failure of any party to timely sign such Form 10-K or Form 10-K Certification. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) and, if applicable, each prospectus supplement to be filed pursuant to Rule 424, on behalf of the Depositor. To the extent that any certification pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended, or any similar certification which may be required to be filed with any Form 8-K, the Depositor shall designate the appropriate party to sign such certification (which shall not be the Trustee). Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section.
(i) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit M) for the Securities Administrator benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to prepare undertake an analysis of, and shall have no responsibility for, any financial information, the accountant’s report, certification or other materials contained therein, except for those computations prepared by the Trustee and reflected in the distribution report). Nothing in this Section 6.20(i) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit M.
(j) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 5 contracts
Sources: Trust Agreement (Lehman XS Trust, Series 2005-4), Trust Agreement (Lehman XS Trust, Series 2005-8), Trust Agreement (Lehman Xs Trust Series 2005-3)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorAdministrator and the Trustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reports.
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Funding Corp), Pooling and Servicing Agreement (Sequoia Residential Funding Inc), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2007-3)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared and filed on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to written instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Depositor notifies the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare or cause to be prepared and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such the Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 SS 4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsdocuments.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (JPMMT 2007-A6), Pooling and Servicing Agreement (J P Morgan Acceptance Corp I), Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2007-A4)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared shall, on behalf of the Trust Fund, Fund and based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, prepare (or cause to be prepared) and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Depositor notifies the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare (or cause to be prepared) and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such the Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each the Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsdocuments.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (J P Morgan Acceptance Corp I), Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-A1), Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-A1)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Trustee notifies the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s 's possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to the Trustee for distribution to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute disseminate to the Trustee for distribution to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorAdministrator and the Trustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reports.
(c) Within 15 days after each Distribution Date, the Depositor shall, on behalf of the Trust and in accordance with industry standards, file with the Securities and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇, if applicable, prior to March 30 of each year), the Depositor shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via ▇▇▇▇▇ a Form 10-K with respect to the Trust Fund. In addition, the Depositor will cause its senior officer in charge of securitization to execute the certification (the "Form 10-K Certification") required pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, and to file the same with the Commission prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇, if applicable, prior to March 30 of each year). To the extent any information or exhibits required to be included in the Form 10-K are not available by March 30, the Depositor shall, on behalf of the Trust, file one or more amended Form 10-Ks to include such missing information or exhibits promptly after receipt thereof by the Depositor. Promptly following the first date legally permissible under applicable regulations and interpretations of the Commission, the Depositor shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via ▇▇▇▇▇ a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Each of the Securities Administrator, the Master Servicer and the Trustee agree to furnish to the Depositor promptly, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Depositor shall have no responsibility to file any items other than those specified in this section.
(d) On or before January 31 of each year, the Depositor, on behalf of the Trust, shall provide the Securities Administrator with a written notice listing all Distribution Date reports to the Certificateholders with respect to Distribution Dates occurring in the prior calendar year that were included in a Form 8-K filing pursuant to Section 6.20(c); provided that, if no Form 10-K is required to be filed for such prior calendar year, no written notice shall be required. No later than March 15 of each year in which such written notice is provided by the Depositor to the Securities Administrator, the Securities Administrator shall sign a certification (in the form attached hereto as Exhibit M), for the benefit of the Person(s) signing the Form 10-K Certification, regarding certain aspects of the Form 10-K Certification.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Sequoia Residential Funding Inc), Pooling and Servicing Agreement (Sequoia Residential Funding Inc), Pooling and Servicing Agreement (Sequoia Residential Funding Inc)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute file annual reports required by applicable state authorities, will file copies of this Agreement with the appropriate state authorities as may be required by applicable law, and will prepare and disseminate to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer (other than information that is derived solely from information provided by any Servicer).
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of the Trust Fund and each REMIC created hereunderFund, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Master Servicer and the Depositor.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K and thereafter the Trustee will prepare or cause to be prepared Form 10-Ks and Form 10-Qs (if necessary), or monthly current reports on Form 8-K, on behalf of the Trust Fund, as may be required by applicable law, for filing with the Securities and Exchange Commission (the "SEC"), and the Trustee will sign each such report on behalf of the Trust. The Trustee will forward a copy of each such report to the Depositor promptly after such report has been filed with the SEC. The Trustee agrees to use its best commercial efforts to seek to terminate such filing obligation after the period during which such filings are required under the Securities Administrator Exchange Act of 1934. Promptly after filing a Form 15 or other applicable form with the SEC in connection with such termination, the Trustee shall furnish any other information that is required deliver to the Depositor a copy of such form together with copies of confirmations of receipt by the Code and regulations thereunder to be made available to SEC of each report filed therewith on behalf of the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsTrust Fund.
Appears in 4 contracts
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Certs Ser 2001 3a), Trust Agreement (Structured Asset Securities Corp), Trust Agreement (Structured Asset Securities Corp Mort Pas THR Cert Ser 01 7a)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s 's possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer except to the extent that such information was provided in reasonable reliance upon information from any Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer agrees that it shall cause each Servicer to to, provide the Securities Administrator with such information related to the Mortgage Loans in the possession of such Servicer, as is necessary may reasonably be required for the Securities Administrator to prepare such reports.
(c) Within 15 days after each Distribution Date, the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Securities and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (EDGAR), a Form 8-K (or any compar▇▇▇▇ form containing the same or comparable information or other information mutually agreed upon) with a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 30, 2005 (and, if applicabl▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇0 of each year), the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via EDGAR a Form 10-K with respect to ▇▇▇ Trust Fund. In addition, the Master Servicer will cause an officer in charge of master servicing to execute the certification (the "Form 10-K Certification") required pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, and to file the same with the Commission prior to March 30, 2005 (and, if applicabl▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇0 of each year). To the extent any information or exhibits required to be included in the Form 10-K are not timely received by the Securities Administrator prior to March 30, the Securities Administrator shall, on behalf of the Trust, file one or more amended Form 10-Ks to include such missing information or exhibits promptly after receipt thereof by the Securities Administrator. Promptly following the first date legally permissible under applicable regulations and interpretations of the Commission, the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via EDGAR a Form 15 Suspension Notifi▇▇▇▇▇n with respect to the Trust Fund, if applicable. The Master Servicer agrees to furnish to the Securities Administrator promptly, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items with the Commission other than those specified in this section.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2004-11ar), Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2005-1)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing Trustee determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator Trustee shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Trustee’s control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute furnish to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders them (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator Trustee shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities Administrator shall furnish any and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, (ii) a copy of each report made available by the Credit Risk Manager pursuant to Section 9.34 (provided each such report is made available to the Trustee in a format compatible with ▇▇▇▇▇ filing requirements) and (iii) such other information that as is required by the Code Rules and regulations thereunder to be made available to the CertificateholdersTrustee in a format compatible with ▇▇▇▇▇ filing requirements. The Master Servicer Prior to January 30 in the first year, unless it has received prior instructions from the Depositor not to do so, the Trustee shall, in accordance with industry standards, prepare and file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2006 and, unless and until a Form 15 Suspension Notification shall cause have been filed, on or prior to March 30 of each Servicer year thereafter, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to provide industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities Administrator with and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) and such other information as is required by the Rules. The Trustee shall promptly send copies of each periodic report filed on Form 8-K or other applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and to the Depositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively. The Trustee shall have no liability for any delay in filing the Form 10-K or Form 10-K Certification due to the failure of any party to sign such Form 10-K or Form 10-K Certification. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney or (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section. The Depositor agrees to cooperate with the Trustee and its counsel to assist the Trustee in delivering the form of documentation to be attached to any Form 8-K.
(d) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit Q) for the Securities Administrator benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to prepare undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K, or for any other financial information or matter contained therein, except for computations prepared by the Trustee and reflected in distribution reports).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 4 contracts
Sources: Trust Agreement (Structured Asset Securities Corporation, 2005 OPT-1), Trust Agreement (First Franklin Mortgage Loan Trust 2005-Ff3), Trust Agreement (First Franklin Mortgage Loan Trust 2005-Ff9)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Depositor notifies the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such the Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each the Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsdocuments.
(c) Within 15 days after each Distribution Date, the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Securities and Exchange Commission (the “Commission”) via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or other comparable form containing the same or comparable information or other information mutually agreed upon) with a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇, if applicable, prior to March 30 of each year), the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via ▇▇▇▇▇ a Form 10-K with respect to the Trust Fund. In addition, the Securities Administrator will cause its senior officer in charge of securitization to execute the certification (the “Form 10-K Certification”) required pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, and to file the same with the Commission prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇, if applicable, prior to March 30 of each year). To the extent any information or exhibits required to be included in the Form 10-K are not timely received by the Securities Administrator prior to March 30, the Securities Administrator shall, on behalf of the Trust, file one or more amended Form 10-Ks to include such missing information or exhibits promptly after receipt thereof by the Securities Administrator. Promptly following the first date legally permissible under applicable regulations and interpretations of the Commission, the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via ▇▇▇▇▇ a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Each of the Master Servicer and the Trustee agree to furnish to the Securities Administrator promptly, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items with the Commission other than those specified in this section.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2005-A3), Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2005-A2), Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2005-A4)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing Trustee determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator Trustee shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Trustee’s control of the Securities Administrator as the Depositor may reasonably request in writing, and . The Trustee shall distribute furnish to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders them (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from or arising out of errors in the information provided by such Master Servicer. In addition, the Trustee shall prepare, sign and file all of the tax returns in respect of the grantor trust referred to in Section 5.06. The expenses of preparing and filing such returns shall be borne by the Trustee without any right of reimbursement therefor. The Trustee shall comply with each such requirement by filing Form 1041 or other applicable form.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator Trustee shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Depositor. The Securities Administrator Trustee shall furnish have no obligation to verify the information in any other information Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, the Trustee shall, in accordance with industry standards and the rules of the Commission as in effect from time to time (the “Rules”), prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (“▇▇▇▇▇”), the reports listed in subsections (d) through (f) of this Section 6.20 in respect of the Trust Fund as and to the extent required under the Exchange Act.
(d) Reports Filed on Form 10-D.
(i) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Trustee shall prepare and file on behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Trustee shall file each Form 10-D with a copy of the related Distribution Date Statement. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit L-1 hereto, within five calendar days after the related Distribution Date, (A) certain parties to the transaction contemplated hereby shall be required to provide to the Trustee and the Depositor, to the extent known by a responsible officer (or with respect to the Trustee, Responsible Officer) thereof, in ▇▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to ▇▇▇▇▇ format), or in such other form as otherwise agreed upon by the Code Trustee and regulations thereunder such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, and include with such Additional Form 10-D Disclosure Notification in the form attached hereto as Exhibit L-4, and (B) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Sponsor will be made responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(iii) After preparing the Form 10-D, the Trustee shall forward electronically a copy of the Form 10-D to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically distributed to the Depositor for review and approval. The Trustee will make available to the CertificateholdersExchange Act Signing Party the monthly statement to certificateholders containing the information with respect to exchanges required to be included in such report for each Distribution Date and the Exchange Act Signing Party shall have the right to ask the Trustee reasonable questions regarding any information reported in a certificateholder statement regarding any exchange. The Exchange Act Signing Party shall have the right to rely on any such information provided to it by the Trustee. No later than two Business Days prior to the 15th calendar day after the related Distribution Date, a duly authorized representative of the Exchange Act Signing Party shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in subsection (g)(ii) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D prepared and filed by the Trustee. Each party to this Agreement acknowledges that the performance by the Trustee of its duties under this Section 6.20(d) related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(d). The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.
(iv) Form 10-D requires the registrant to indicate (by checking "yes" or "no") that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each report on Form 10-D with respect to the Trust Fund, the Depositor shall be deemed to represent to the Trustee that as of such date the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Trustee in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Trustee shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
(e) Reports Filed on Form 10-K.
(i) Within 90 days after the end of each fiscal year of the Trust Fund for which the Trust Fund is subject to Exchange Act reporting requirements or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2008, the Trustee shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. To facilitate the Trustee's preparation of the From 10-K, the Depositor shall provide to the Trustee, no later than 30 days prior to the 10-K Filing Deadline, a template of the Form-10K in an ▇▇▇▇▇-compatible format. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee within the applicable time frames set forth in this Agreement and in the related Servicing Agreements and Custodial Agreement, (A) an annual compliance statement for each Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in each Servicing Agreement, (B)(I) the annual reports on assessment of compliance with servicing criteria for each Servicer, the Custodian, each Additional Servicer, the Master Servicer, any Servicing Function Participant, the Paying Agent (if other than the Trustee) and the Trustee (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in each Servicing Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in any Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the any Servicing Agreement or Custodial Agreement is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (C)(I) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in each Servicing Agreement and Custodial Agreement and (II) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in any Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (D) a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Any disclosure or information in addition to (A) through (D) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit L-2 hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2008, (A) certain parties to the transaction contemplated hereby shall be required to provide to the Trustee and the Depositor, to the extent known by a responsible officer (or with respect to the Trustee, Responsible Officer) thereof, in ▇▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to ▇▇▇▇▇ format), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit L-4, and (B) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit L-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
(iii) After preparing the Form 10-K, the Trustee shall forward electronically a copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a duly authorized representative of the Exchange Act Signing Party shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee will follow the procedures set forth in subsection (g) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Trustee. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 6.20(e) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(e), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(iv) Each Form 10-K shall include the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. The Trustee, the Paying Agent (if other than the Trustee) and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Trustee, the Paying Agent (if other than the Trustee) and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification (the “Certifying Person”), by March 15 of each Servicer year in which the Trust Fund is subject to provide the Securities Administrator reporting requirements of the Exchange Act (each, a “Back-Up Certification”), in the form attached hereto as Exhibit P (or, in the case of (x) the Paying Agent (if other than the Trustee), such other form as agreed to between the Paying Agent and the Exchange Act Signing Party), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with such information the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as is necessary for the Securities Administrator to prepare such reports.Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent (if other than the Trustee) or any Servicing Function Participant engaged
Appears in 3 contracts
Sources: Trust Agreement (Lehman Mortgage Trust 2007-6), Trust Agreement (Lehman Mortgage Trust 2007-3), Trust Agreement (Lehman Mortgage Trust 2007-2)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Trustee notifies the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s 's possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to the Trustee for distribution to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute disseminate to the Trustee for distribution to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorAdministrator and the Trustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reports.
(c) Within 10 days after each Distribution Date or, if shorter, within the period of time required under the rules of the Securities and Exchange Commission (the "Commission"), the Depositor shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form prescribed by the Commission) with a copy of the report to the Certificateholders for such Distribution Date and such other information as is required by the rules of the Commission, as exhibits thereto. Prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇, if applicable, prior to March 30 of each year), the Depositor shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via ▇▇▇▇▇ a Form 10-K with respect to the Trust Fund. In addition, the Depositor will cause its senior officer in charge of securitization to execute the certification (the "Form 10-K Certification") required pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, and to file the same with the Commission prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇, if applicable, prior to March 30 of each year). To the extent any information or exhibits required to be included in the Form 10-K are not available by March 30, the Depositor shall, on behalf of the Trust, file one or more amended Form 10-Ks to include such missing information or exhibits promptly after receipt thereof by the Depositor. Promptly following the first date legally permissible under applicable regulations and interpretations of the Commission, the Depositor shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via ▇▇▇▇▇ a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Each of the Securities Administrator, the Master Servicer and the Trustee agree to furnish to the Depositor promptly, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Depositor shall have no responsibility to file any items other than those specified in this section.
(d) On or before January 31 of each year, the Depositor, on behalf of the Trust, shall provide the Securities Administrator with a written notice listing all Distribution Date reports to the Certificateholders with respect to Distribution Dates occurring in the prior calendar year that were included in a filing on Form 8-K (or other prescribed form) pursuant to Section 6.20(c); provided that, if no Form 10-K is required to be filed for such prior calendar year, no written notice shall be required. No later than March 15 of each year in which such written notice is provided by the Depositor to the Securities Administrator, the Securities Administrator shall sign a certification (in the form attached hereto as Exhibit M), for the benefit of the Person(s) signing the Form 10-K Certification, regarding certain aspects of the Form 10-K Certification.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2004-6), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2004-10), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2005-1)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared shall, on behalf of the Trust Fund, Fund and based upon information calculated in accordance with this Agreement pursuant to written instructions given by the Depositor, prepare (or cause to be prepared) and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Depositor notifies the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare (or cause to be prepared) and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such the Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause enforce the obligations of each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsdocuments to the extent required under the applicable Purchase and Servicing Agreement or Servicing Agreement, as applicable.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2007-A1), Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2007-A2), Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2007-A2)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s Trustee's possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator Trustee shall prepare and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, provide to such Persons as applicable, resulting from any error in any of such tax or may be required by applicable law all information returns directly resulting required with respect to payments made from errors in the information provided by such Master ServicerBasis Risk Reserve Fund.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Trust Fund and each REMIC created hereunderUpper Tier REMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable shall obtain a Taxpayer Identification Number for each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC using another reasonable method. The Securities Administrator shall also file a If the application is filed on Form 8811 as required. The Securities AdministratorSS-4, the Trustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward copies of such notices to the Depositor, upon request. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such notice Distribution Date as an exhibit thereto. Prior to January 31, 2004, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2004, the Trustee shall file a Form 10-K executed by the Depositor, in substance conforming to industry standards, with respect to the Trust Fund. The Depositor shall be responsible for preparing all filings and certificates required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. The Trustee agrees to promptly furnish to the Depositor. The Securities Administrator shall furnish any other information that is required by , from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Code and regulations thereunder to be made available to Mortgage Loans as the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator Depositor reasonably deems appropriate to prepare such reportsand file all necessary reports with the Commission.
Appears in 3 contracts
Sources: Trust Agreement (Merrill Lynch Mortgage Investors Inc), Trust Agreement (Merrill Lynch Mort Inv Inc Mo Pass THR Ce Se MLCC 2003f), Trust Agreement (Merrill Lynch Mortgage Investors Inc)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each the Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reports.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-6), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-6), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-6)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified Trustee requests in writing that a state tax return or other return is required, then, at the sole expense of the Trust FundTrustee, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s 's possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to the Trustee for distribution to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute disseminate to the Trustee for distribution to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorAdministrator and the Trustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of each of the Trust Fund REMIC 1, REMIC 2 and each REMIC created hereunder3, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as requiredSS-4. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer, the Trustee and the Depositor. The Securities Administrator will file an IRS Form 8811.
(c) The Depositor shall furnish any other information that is required by the Code and regulations thereunder prepare or cause to be made available to prepared the Certificateholders. The Master Servicer shall cause initial current report on Form 8-K. Thereafter, within 15 days after each Servicer to provide Distribution Date, the Securities Administrator shall, in accordance with industry standards, file with the Securities and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such information Distribution Date as is necessary for an exhibit thereto. Prior to February 28, 2003, the Securities Administrator shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2003, the Securities Administrator shall file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare such and file all necessary reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items other than those specified in this section.
Appears in 3 contracts
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2002-Bc1), Trust Agreement (Structured Asset Sec Corp Pass THR Cert Ser 2002 Bc3), Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2002-Bc2)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of each of the Trust Fund REMIC 1, REMIC 2 and each REMIC created hereunder3, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer, the Trustee and the Depositor. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities Administrator and Exchange Commission (the “Commission”) via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2004, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2004, the Trustee shall furnish any other information that is file (but will not execute) a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to sign). The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Code Trustee from the Depositor of written termination of such power of attorney and regulations thereunder (ii) the termination of the Trust Fund. The Depositor agrees to be made available promptly furnish to the CertificateholdersTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file with the Commission. The Master Servicer Trustee shall cause each Servicer have no responsibility to provide file any items other than those specified in this section.
(d) If so requested, the Securities Administrator Trustee shall sign a certification (in the form attached hereto as Exhibit M for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such information as is necessary for certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the Securities Administrator to prepare resignation or removal of such reportsPerson.
Appears in 3 contracts
Sources: Trust Agreement (Structured Asset Sec Corp Mort Back Ps THR Cert Ser 2003-3xs), Trust Agreement (Structured Asset Securities Corp Mor Pas THR Ce Se 2003-12xs), Trust Agreement (Mortgage Pass-Through Certificates Ser 2003-18xs)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of each of the Trust Fund REMIC 1, REMIC 2 and each REMIC created hereunder3, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities Administrator and Exchange Commission (the “Commission”) via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2003, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2003, the Trustee shall furnish any other information that is file (but will not execute) a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to sign). The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Code Trustee from the Depositor of written termination of such power of attorney and regulations thereunder (ii) the termination of the Trust Fund. The Depositor agrees to be made available promptly furnish to the CertificateholdersTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file with the Commission. The Master Servicer Trustee shall cause each Servicer have no responsibility to provide file any items other than those specified in this section.
(d) If so requested, the Securities Administrator Trustee shall sign a certification (in the form attached hereto as Exhibit P for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such information as is necessary for certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the Securities Administrator to prepare resignation or removal of such reportsPerson.
Appears in 3 contracts
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2002 Hf2), Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2002-Bc1), Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2002-Bc1)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reports.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-2), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2012-6), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2013-3)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator Trustee shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Depositor. .
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities Administrator shall furnish any and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, and (ii) such other information that as is required by the Code Rules.
(d) Prior to January 30 in the first year as to which it has received prior instructions from the Depositor to do so, the Trustee shall, in accordance with industry standards, prepare and regulations thereunder file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable.
(e) If so directed by the Depositor, the Trustee shall, at monthly intervals or such other less frequent intervals as are specified by the Depositor, file with the Commission via ▇▇▇▇▇ pursuant to Rule 424 under the Act a prospectus supplement to be made available prepared by the Depositor that includes (i) a cover page in the form provided by the Depositor, (ii) a copy of the statement to the Certificateholders. The Master Servicer shall cause each Servicer to provide Certificateholders for the Securities Administrator with most recent Distribution Date, and (iii) such other information as is provided by the Depositor.
(f) Prior to March 30, 2006 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) and such other information as is required by the Rules.
(g) The Trustee shall promptly send copies of each periodic report filed on Form 8-K or other applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and to the Depositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively.
(h) The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) and, if applicable, each prospectus supplement to be filed pursuant to Rule 424, on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section. The Depositor agrees to cooperate with the Trustee and its counsel to assist the Trustee in delivering the form of documentation to be attached to any Form 8-K.
(i) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit P for the Securities Administrator benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to prepare undertake an analysis of the accountant’s report nor shall it have any responsibility for any financial information or other matter contained therein, except for computations prepared by the Trustee and reflected in distribution reports. Nothing in this Section 6.20(d) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit P.
(j) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Securities Corp 2005-S1), Trust Agreement (Structured Asset Securities Corp 2005-S2)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared and file on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to written instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Depositor notifies the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare or cause to be prepared and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such the Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 SS 4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsdocuments.
(c) Within 15 days after each Distribution Date, the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Securities and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8–K (or other comparable form containing the same or comparable information or other information mutually agreed upon) with a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇, if applicable, prior to March 31 of each year), the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via ▇▇▇▇▇ a Form 10–K with respect to the Trust Fund. In addition, the Master Servicer will cause its senior officer in charge of securitization to execute the certification (the "Form 10–K Certification") required pursuant to Rule 13a–14 under the Securities Exchange Act of 1934, as amended, and to file the same with the Commission prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇, if applicable, prior to March 31 of each year). To the extent any information or exhibits required to be included in the Form 10–K are not timely received by the Securities Administrator prior to March 31, the Securities Administrator shall, on behalf of the Trust, file one or more amended Form 10–Ks to include such missing information or exhibits promptly after receipt thereof by the Securities Administrator. Promptly following the first date legally permissible under applicable regulations and interpretations of the Commission, the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via ▇▇▇▇▇ a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Each of the Master Servicer and the Trustee agree to furnish to the Securities Administrator promptly, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items with the Commission other than those specified in this section. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Securities Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on any material misstatement or omission contained in any Form 8-K or Form 10-K filed pursuant to this Section 6.20; provided, however, that the Securities Administrator shall have no liability to any such Person with respect to any misstatement or omission in any information in, or in any exhibit to, such Form 8-K or Form 10-K that was provided by, or based on information provided by, any other Person to the Securities Administrator. If an event occurs that would otherwise result in an indemnification obligation hereunder, but the indemnification provided for in this Section 6.20(c) by the Securities Administrator is unavailable or insufficient to hold harmless such Persons, then the Securities Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Securities Administrator on the other.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2005-S3), Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2005-S1)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Securities Administrator’s control of the Securities Administrator as the Depositor may reasonably request in writing. The Securities Administrator shall furnish to the Trustee, and who shall distribute furnish to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders them (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Securities Administrator shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, (ii) a copy of each report made available by the Credit Risk Manager pursuant to Section 9.34 (provided each such report is made available to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements) and (iii) such other information as is required by the Rules and available to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements. Prior to January 30 in the first year as to which it has received prior instructions from the Depositor to do so, the Securities Administrator shall, in accordance with industry standards, prepare and file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Following the filing of a Form 15 Suspension Notification, if directed to do so by the Depositor, the Securities Administrator shall, at monthly intervals or such other less frequent intervals as are specified by the Depositor, file with the Commission via ▇▇▇▇▇ pursuant to Rule 424 under the Act (provided that such documents or other information (other than the statement to Certificateholders) are furnished by the Depositor to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements) a prospectus supplement that includes (i) a cover page, (ii) a copy of the statement to Certificateholders for the most recent Distribution Date, and (iii) such other information as is provided by the Depositor. Prior to March 30, 2005 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Securities Administrator shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification neither the Securities Administrator nor the Trustee shall be required to prepare or sign) and such other information as is required by the Rules. The Securities Administrator shall furnish any promptly send copies of each periodic report filed on Form 8-K or other information that is required by applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the Code acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and regulations thereunder to be made available to the CertificateholdersDepositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively. The Master Servicer shall cause each Servicer Depositor hereby grants to provide the Securities Administrator with such information as is necessary a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) and, if applicable, each prospectus supplement to be filed pursuant to Rule 424, on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items other than those specified in this section.
(d) If so requested, the Securities Administrator shall sign a certification (in the form attached hereto as Exhibit Q) for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such reportsForm 10-K Certification (provided, however, that the Securities Administrator shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Investment Loan Trust 2004-10), Trust Agreement (Structured Asset Investment Loan Trust 2004-Bnc2)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderhereby, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer, the Trustee and the Depositor. The Trustee will file an IRS Form 8811. The Trustee shall have no obligation to verify the information in any form 8811 or form SS-4 filings.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days (or, if applicable, within such shorter period of time as is required under the rules of the Commission) as in effect from time to time (the “Rules”)) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (“▇▇▇▇▇”) the reports listed in subsections (d) through (f) of this Section 6.20 in respect of the Trust Fund as and to the extent required under the Exchange Act each of which reports and any amendment thereof shall be signed by the Exchange Act Signing Party.
(d) Reports Filed on Form 10-D.
(i) Within 15 days following each Distribution Date (or such later date as may be permissible due to an extension of the filing deadline under the Exchange Act), the Trustee will prepare and file a distribution report on Form 10-D (the “Distribution Report”) with respect to the Trust Fund, which Distribution Report shall include (A) a copy of the Distribution Date Statement prepared by the Trustee in respect of the related Distribution Date detailing all applicable data elements specified in Item 1121(a) of Regulation AB and (B) the information identified in clauses (A) through (I) below, as specified on Exhibit Q; provided, that, the Trustee shall have received from the Depositor, the Sponsor, the Master Servicer, any Servicer, any Custodian, the Group 1 Cap Counterparty, the Group 1 Swap Counterparty, the Balance Guaranteed Cap Counterparty, the Group 2 Cap Counterparty or any Subservicer or Subcontractor therefor, no later than three Business Days after the related Distribution Date, the following additional information, data, and materials, in a form suitable for conversion to the format required for filing with the Commission via ▇▇▇▇▇, required to be included in the Distribution Report on Form 10-D for such Distribution Date:
(A) Item 1 - Distribution and Pool Performance Information (each of the data elements specified in Item 1121(a)(11), (12) and (14) of Regulation AB);
(B) Item 2 - Legal Proceedings (information required by Item 1117 of Regulation AB);
(C) Item 3 - Sale of Securities Administrator and Use of Proceeds (information required by Item 2 of Part II of Form 10-Q);
(D) Item 4 - Defaults Upon Senior Securities (information required by Item 3 of Part II of Form 10-Q);
(E) Item 5 - Submission of Matters to a Vote of Security Holders (information required by Item 4 of Part II of Form 10-Q);
(F) Item 6 - Significant Obligors of Pool Assets (information required by Item 1112(b) of Regulation AB);
(G) Item 7 - Significant Enhancement Provider Information (information required by Items 1114(b)(2) and 1115(b) of Regulation AB);
(H) Item 8 - Other Information (all other information required to be disclosed on Form 8-K during the period covered by the report and not yet reported); and
(I) Item 9 - Exhibits (all exhibits required to be filed by Form 10-D and Item 601 of Regulation S-K other than the Distribution Date Statement to be provided by the Trustee). Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall furnish be reported by the parties set forth on Exhibit Q to the Depositor and the Trustee and directed and approved by the Depositor pursuant to the following paragraph, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure to the extent that such information is required to be provided by a party other than the Trustee, except as set forth in the next paragraph.
(ii) After preparing the Form 10-D, the Trustee shall forward electronically a draft copy of the Form 10-D to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically distributed to the Depositor for review and approval. No later than two Business Days prior to the 15th calendar day after the related Distribution Date, a duly authorized representative of the Exchange Act Signing Party shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in subsection (g)(ii) of this Section 6.20. Promptly (but no later than one Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D filed by the Trustee. Each party to this Agreement acknowledges that the performance by the Trustee of its duties under this Section 6.20(d) related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(d). The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Trustee shall not be responsible (1) for the content of any of the information provided pursuant to clauses (d)(i)(A) - (I) above (unless such item is provided by and specific to the Trustee or its Subcontractor, in which case the Trustee will be responsible for the content of such information; provided that such information is not revised without the prior consent of the Trustee), (2) for determining whether any such information is required to be included in any Form 10-D (unless such information is specific to the Trustee, in which case the Trustee shall be responsible for making such a determination), (3) for reformatting any information that is not in a form suitable for conversion to the format required for filing with the Commission via ▇▇▇▇▇ so that it is able to be filed on ▇▇▇▇▇ or (4) for the failure to include any information if it is not provided to the Trustee on a timely basis (unless such item is specific to the Trustee, in which case the Trustee will be responsible for the failure to include such information, unless such information is not included in the final Form 10-D without the consent of the Trustee). The Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Q of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this Section 6.20(d).
(iii) Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each annual report on Form 10-K with respect to the Trust Fund, the Depositor shall be deemed to represent to the Trustee that as of such date, the Depositor has filed all such required reports during the preceding 12 months and that is has been subject to such filing requirements for the past 90 days. The Depositor hereby directs the Trustee to check “yes” with respect to both clauses (1) and (2) above. The Depositor shall notify the Trustee in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D, if the answer to either of clause (1) or clause (2) above is “no.” The Trustee shall be entitled to rely on such direction in preparing and/or filing any such Form 10-D.
(e) Reports Filed on Form 10-K.
(i) On or prior to the 90th day after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2008, and, unless and until a Form 15 Suspension Notification shall have been filed, the Trustee shall prepare and file (but will not execute) a Form 10-K in respect of the Trust Fund, which shall include the certification required pursuant to Rule 13a-14 under the Exchange Act (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) and such other information as is required by the Code Rules; provided, that, the Trustee shall have received from the Depositor, each Servicer, each Custodian, each Additional Servicer, any Servicing Function Participant and regulations thereunder the Master Servicer (each, a “Reporting Servicer”), no later than March 15th of each calendar year prior to the filing deadline for such Annual Report, all information, data, assessments of compliance, accountant’s attestations and exhibits required to be made available provided or filed with such Annual Report including information, data, assessments of compliance, accountant’s attestations and exhibits required to be provided in connection with the following Items and other filing requirements of Form 10-K:
(A) Item 9B - Other Information (information required to be reported on Form 8-K in the fourth quarter but not reported);
(B) Item 15 - Exhibits and Financial Statement Schedules (including all exhibits required to be filed pursuant to Item 601 of Regulation S-K under the Exchange Act other than the certification specified in Item 601(b)(31)(ii) of Regulation S-K and the Assessment of Compliance, Attestation Report, and Compliance Statement specified in Item 601(b)(33), (34) and (35) of Regulation S-K with respect to those Servicing Criteria as to which the Trustee is the Item 1122 Responsible Party);
(C) Significant Obligor Financial Information (Item 1112(b) of Regulation AB);
(D) Significant Enhancement Provider Financial Information (Items 1114(b)(2) and 1115(b) of Regulation AB);
(E) Legal Proceedings (Item 1117 of Regulation AB);
(F) Affiliations and Certain Relationships and Related; Transactions (Item 1119 of Regulation AB);
(G) Compliance with Applicable Servicing Criteria (Item 1122 of Regulation AB); and
(H) Servicer Compliance Statement (Item 1123 of Regulation AB). Any disclosure or information listed in (A) through (H) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit R to the CertificateholdersDepositor and the Trustee and directed and approved by the Depositor pursuant to the following paragraph, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure to the extent that such information is required to be provided by a party other than the Trustee, except as set forth in the next paragraph.
(ii) After preparing the Form 10-K, the Trustee shall forward electronically a draft copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange Act Signing Party shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee will follow the procedures set forth in subsection (g) of this Section 6.20. Promptly (but no later than one Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-K filed by the Trustee. The Master parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 6.20(e) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(e), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall cause each Servicer have no liability for any loss, expense, damage or claim arising out of or with respect to provide any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Securities Administrator with Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Trustee shall not be responsible (1) for the content of any of the information provided pursuant to clauses (e)(i)(A) - (H) above (unless such item is provided by and specific to the Trustee or its Subcontractor, in which case the Trustee will be responsible for the content of such information; provided that such information as is necessary not revised without the prior consent of the Trustee), (2) for determining whether any such information is required to be included in any Form 10-K (unless such information is specific to the Trustee, in which case the Trustee shall be responsible for making such a determination), (3) for reformatting any information that is not in a form suitable for conversion to the format required for filing with the Commission via ▇▇▇▇▇ so that it is able to be filed on ▇▇▇▇▇ or (4) for the Securities Administrator to prepare such reports.failur
Appears in 2 contracts
Sources: Trust Agreement (Lehman XS Trust 2007-10h), Trust Agreement (Lehman XS Trust 2007-10h)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s Trustee's possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Trust Fund and each REMIC created hereunderUpper Tier REMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable shall obtain a Taxpayer Identification Number for each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC using another reasonable method. The Securities Administrator shall also file a If the application is filed on Form 8811 as required. The Securities AdministratorSS-4, the Trustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward copies of such notices to the Depositor, upon request. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such notice Distribution Date as an exhibit thereto. Prior to January 31, 2005, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2004, the Trustee shall file a Form 10-K executed by the Depositor, in substance conforming to industry standards, with respect to the Trust Fund. The Depositor shall be responsible for preparing all filings and certificates required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. The Trustee agrees to promptly furnish to the Depositor. The Securities Administrator shall furnish any other information that is required by , from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Code and regulations thereunder to be made available to Mortgage Loans as the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator Depositor reasonably deems appropriate to prepare such reportsand file all necessary reports with the Commission.
Appears in 2 contracts
Sources: Trust Agreement (Merrill Lynch Mortgage Investors Trust Series MLCC 2003-G), Trust Agreement (Merrill Lynch Mortgage Investors Inc)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereofhereof and, with respect to the Exchangeable Subtrust, in accordance with Article III. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reports.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Residential Funding Inc), Pooling and Servicing Agreement (Sequoia Residential Funding Inc)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Securities Administrator’s control of the Securities Administrator as the Depositor may reasonably request in writing. The Securities Administrator shall furnish to the Trustee, and who shall distribute furnish to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders them (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Securities Administrator shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, (ii) a copy of each report made available by the Credit Risk Manager pursuant to Section 9.34 (provided each such report is made available to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements) and (iii) such other information as is required by the Rules and available to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements. Prior to January 30 in the first year, unless it has received prior instructions from the Depositor not to do so, the Securities Administrator shall, in accordance with industry standards, prepare and file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2006 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Securities Administrator shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification neither the Securities Administrator nor the Trustee shall be required to prepare or sign) and such other information as is required by the Rules. The Securities Administrator shall furnish any promptly send copies of each periodic report filed on Form 8-K or other information that is required by applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the Code acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and regulations thereunder to be made available to the CertificateholdersDepositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively. The Master Servicer Trustee and Securities Administrator shall cause each Servicer have no liability for any delay in filing the Form 10-K or Form 10-K Certification due to provide the failure of any party to sign such Form 10-K or Form 10-K Certification. The Depositor hereby grants to the Securities Administrator with such information as is necessary a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney or (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items other than those specified in this section.
(d) If so requested, the Securities Administrator shall sign a certification (in the form attached hereto as Exhibit Q) for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such reportsForm 10-K Certification (provided, however, that the Securities Administrator shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Investment Loan Trust 2005-7), Trust Agreement (Structured Asset Investment Loan Trust 2005-6)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderREMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, Trustee upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Securities Administrator Trustee will file an IRS Form 8811.
(c) The Depositor shall furnish any prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Commission as in effect from time to time (the “Rules”)) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date and (ii) such other information that as is required by the Code Rules. Unless the Trustee receives written notice prior to January 15, 2006 not to do so, prior to January 30, 2006, the Trustee shall, in accordance with industry standards, prepare and regulations thereunder to be made available file a Form 15 Suspension Notification with respect to the CertificateholdersTrust Fund, if applicable. The Master Servicer shall cause each Servicer If so directed by the Depositor, the Trustee shall, at monthly intervals or such other less frequent intervals as are specified by the Depositor, file with the Commission via ▇▇▇▇▇ pursuant to provide Rule 424 under the Securities Administrator with Act a prospectus supplement prepared by the Depositor that includes (i) a cover page in the form provided by the Depositor, (ii) a copy of the statement to the Certificateholders for the most recent Distribution Date, and (iii) such other information as is provided by the Depositor. Prior to March 30, 2006 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Exchange Act (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) and such other information as is required by the Rules. The Trustee shall promptly send copies of each periodic report filed on Form 8-K or other applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and to the Depositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively. The Trustee shall not have any liability for any delay in filing the Form 10-K or Form 10-K Certification due to the failure of any party to timely sign such Form 10-K or Form 10-K Certification. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) and, if applicable, each prospectus supplement to be filed pursuant to Rule 424, on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney or (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section. The Depositor agrees to cooperate with the Trustee and Trustee’s counsel to assist the Trustee in determining the form and content of any filings that may be required pursuant to this Section 6.20(c) and, without limiting the Trustee’s responsibility hereunder, otherwise to assist the Trustee in fulfilling its duties under this Section 6.20(c).
(d) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit Q for the Securities Administrator benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to prepare undertake an analysis of, and shall have no responsibility for, any financial information, accountant’s report, certification or other matter contained therein, except for computations performed by the Trustee and reflected in distribution reports. Nothing in this Section 6.20(d) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit Q.
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Securities Corp Trust 2005-3), Trust Agreement (Structured Asset Securities Corp)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s Trustee's possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of each of REMIC 1, REMIC 2 and the Trust Fund and each REMIC created hereunderUpper Tier REMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable shall obtain a Taxpayer Identification Number for each of REMIC 1, REMIC 2 and the Upper Tier REMIC using another reasonable method. The Securities Administrator shall also file a If the application is filed on Form 8811 as required. The Securities AdministratorSS-4, the Trustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward copies of such notices to the Depositor, upon request. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (EDGAR), a Form 8-K with a copy of such notice the statement to the Certificatehold▇▇▇ ▇or such Distribution Date as an exhibit thereto. Prior to January 31, 2006, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2006, the Trustee shall file a Form 10-K executed by the Depositor, in substance conforming to industry standards, with respect to the Trust Fund. The Securities Administrator Depositor shall furnish any other information that is be responsible for preparing all filings and certificates required by the Code and regulations thereunder to be made available to the CertificateholdersSarbanes-Oxley Act of 2002. The Master Servicer shall cause each Servicer Trustee agrees to provide promptly furnish to ▇▇▇ ▇▇▇▇▇▇▇▇▇, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Securities Administrator with such information Mortgage Loans as is necessary for the Securities Administrator Depositor reasonably deems appropriate to prepare such reportsand file all necessary reports with the Commission.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series MLCC 2005-A), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series MLCC 2005-B)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute file annual reports required by applicable state authorities, will file copies of this Agreement with the appropriate state authorities as may be required by applicable law, and will prepare and disseminate to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer (other than information that is derived solely from information provided by any Servicer).
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of each of the Trust Fund Lower Tier REMIC and each REMIC created hereunderthe Upper Tier REMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice to the Master Servicer and the Depositor. The Securities Administrator Trustee will file an IRS Form 8811.
(c) The Depositor shall furnish any other information that is prepare or cause to be prepared the initial current report on Form 8-K and thereafter the Trustee will prepare or cause to be prepared Form 10-Ks and Form 10-Qs (if necessary), or monthly current reports on Form 8-K, on behalf of the Trust Fund, as may be required by applicable law, for filing with the Code Securities and regulations thereunder to be made available Exchange Commission (the "SEC"), and the Trustee will sign each such report on behalf of the Trust. The Trustee will forward a copy of each such report to the CertificateholdersDepositor promptly after such report has been filed with the SEC. The Master Servicer shall cause each Servicer Trustee agrees to provide use its best commercial efforts to seek to terminate such filing obligation after the period during which such filings are required under the Securities Administrator Exchange Act of 1934. Promptly after filing a Form 15 or other applicable form with the SEC in connection with such information as is necessary for termination, the Securities Administrator Trustee shall deliver to prepare the Depositor a copy of such reportsform together with copies of confirmations of receipt by the SEC of each report filed therewith on behalf of the Trust Fund.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2001 15a), Trust Agreement (Structured Asset Sec Corp Mort Pass-THR Cert Ser 2001-14a)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderREMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, Trustee upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Securities Administrator Trustee will file an IRS Form 8811.
(c) The Depositor shall furnish any prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Commission as in effect from time to time (the “Rules”)) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date and (ii) such other information that as is required by the Code Rules. Unless the Trustee receives written notice prior to January 15, 2006 not to do so, prior to January 30, 2006, the Trustee shall, in accordance with industry standards, prepare and regulations thereunder to be made available file a Form 15 Suspension Notification with respect to the CertificateholdersTrust Fund, if applicable. The Master Servicer shall cause each Servicer If so directed by the Depositor, the Trustee shall, at monthly intervals or such other less frequent intervals as are specified by the Depositor, file with the Commission via ▇▇▇▇▇ pursuant to provide Rule 424 under the Securities Administrator with Act a prospectus supplement prepared by the Depositor that includes (i) a cover page in the form provided by the Depositor, (ii) a copy of the statement to the Certificateholders for the most recent Distribution Date, and (iii) such other information as is provided by the Depositor. Prior to March 30, 2006 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. The Depositor shall furnish to the Trustee the form of Form 10-K the Depositor would like the Trustee to use in preparing the Form 10-K with respect to the Trust Fund no later than March 15, 2006. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Exchange Act (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) and such other information as is required by the Rules. The Trustee shall promptly send copies of each periodic report filed on Form 8-K or other applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and to the Depositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively. The Trustee shall not have any liability for any delay in filing the Form 10-K or Form 10-K Certification due to the failure of any party to timely sign such Form 10-K or Form 10-K Certification. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) and, if applicable, each prospectus supplement to be filed pursuant to Rule 424, on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney or (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section. The Depositor agrees to cooperate with the Trustee and Trustee’s counsel to assist the Trustee in determining the form and content of any filings that may be required pursuant to this Section 6.20(c) and, without limiting the Trustee’s responsibility hereunder, otherwise to assist the Trustee in fulfilling its duties under this Section 6.20(c).
(d) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit Q for the Securities Administrator benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to prepare undertake an analysis of, and shall have no responsibility for, any financial information, accountant’s report, certification or other matter contained therein, except for computations performed by the Trustee and reflected in distribution reports. Nothing in this Section 6.20(d) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit Q.
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Securities Corp Trust 2005-6), Trust Agreement (Structured Asset Securities Corp. Trust 2005-5)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing Trustee determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator Trustee shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Trustee’s control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders them (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator Trustee shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities Administrator shall furnish any and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, (ii) a copy of each report made available by the Credit Risk Manager pursuant to Section 9.34 (provided each such report is made available to the Trustee in a format compatible with ▇▇▇▇▇ filing requirements) and (iii) such other information that as is required by the Code Rules and regulations thereunder to be made available to the CertificateholdersTrustee in a format compatible with ▇▇▇▇▇ filing requirements. The Master Servicer Prior to January 30 in the first year, unless it has received prior instructions from the Depositor not to do so, the Trustee shall, in accordance with industry standards, prepare and file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2006 and, unless and until a Form 15 Suspension Notification shall cause have been filed, on or prior to March 30 of each Servicer year thereafter, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to provide industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities Administrator with and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) and such other information as is required by the Rules. The Trustee shall promptly send copies of each periodic report filed on Form 8-K or other applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and to the Depositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively. The Trustee shall not have any liability for any delay in filing the Form 10-K or Form 10-K Certification due to the failure of any party to timely sign such Form 10-K or Form 10-K Certification. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section. The Depositor agrees to cooperate with the Trustee and Trustee’s counsel to assist the Trustee in determining the form and content of any filings that may be required pursuant to this Section 6.20(c) and, without limiting the Trustee’s responsibility hereunder, otherwise to assist the Trustee in fulfilling its duties under this Section 6.20(c).
(d) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit Q) for the Securities Administrator benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to prepare undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 2 contracts
Sources: Trust Agreement (SASCO Mortgage Pass Through Certificates, Series 2005-Nc1), Trust Agreement (SASCO Mortgage Pass Through Certificates, Series 2005-Nc2)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderhereby, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the CertificateholdersTrustee will file an IRS Form 8811 for all REMICs created hereunder. The Master Servicer Trustee shall cause each Servicer have no obligation to provide verify the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsin any Form 8811 or Form SS-4 filing.
Appears in 2 contracts
Sources: Trust Agreement (Lehman XS Trust Series 2006-12n), Trust Agreement (Lehman XS Trust Series 2006-14n)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s Trustee's possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of the Trust Fund and each REMIC created hereunderREMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for the REMIC, shall upon request promptly forward a copy copies of such notice to the Master Servicer and the Depositor. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities Administrator and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2003, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2003, the Trustee shall furnish any other information that is required file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Code Trustee from the Depositor of written termination of such power of attorney and regulations thereunder (ii) the termination of the Trust Fund. The Depositor agrees to be made available promptly furnish to the CertificateholdersTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Master Servicer Trustee shall cause each Servicer have no responsibility to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsfile any items other than those specified in this section.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 2002 4h), Trust Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 2002 4h)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s Trustee's possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Trust Fund and each REMIC created hereunderUpper Tier REMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodmethods approved by the IRS. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice to the Master Servicer and the Depositor. The Trustee will file an IRS Form 8811 for the REMICs created hereunder.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities Administrator and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 31, 2004, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2004, the Trustee shall furnish any other information that is required file (but will not execute) a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Code Trustee from the Depositor of written termination of such power of attorney and regulations thereunder (ii) the termination of the Trust Fund. The Depositor agrees to be made available promptly furnish to the CertificateholdersTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. In addition, the Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the "Form 10-K Certification") signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to sign). The Trustee shall have no responsibility to file any items other than those specified in this section.
(d) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit M) for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K).
(e) If so requested, the Master Servicer shall cause each sign a certification for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Master Servicer shall not be required to provide undertake an analysis of the Securities Administrator accountant's report attached as an exhibit to the Form 10-K).
(f) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such information as is necessary for certification, other than any liability or expense attributable to such Person's own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the Securities Administrator to prepare resignation or removal of such reportsPerson.
Appears in 2 contracts
Sources: Trust Agreement (Mortgage Pass-Through Certificates Series 2003-37a), Trust Agreement (Structured Asset Securities Corp)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Securities Administrator’s control of the Securities Administrator as the Depositor may reasonably request in writing. The Securities Administrator shall furnish to the Trustee, and who shall distribute furnish to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders them (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, the Securities Administrator shall, in accordance with industry standards and the rules of the Commission as in effect from time to time (the “Rules”), prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (“▇▇▇▇▇”), the reports listed in subsections (d) through (f) of this Section 6.20 in respect of the Trust Fund as and to the extent required under the Exchange Act.
(d) Reports Filed on Form 10-D.
(i) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Securities Administrator shall prepare and file on behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Securities Administrator shall furnish any other information that is required file each Form 10-D with a copy of the related Distribution Date Statement and a copy of each report made available by the Code and regulations thereunder Credit Risk Manager pursuant to be Section 9.34 (provided each such report is made available to the CertificateholdersSecurities Administrator in a format compatible with ▇▇▇▇▇ filing requirements) attached thereto. The Master Servicer Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall cause each Servicer be determined and prepared by and at the direction of the Depositor pursuant to provide the following paragraph and the Securities Administrator with such information will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as is necessary for set forth in the next paragraph.
(ii) As set forth on Exhibit P-1 hereto, within five calendar days after the related Distribution Date, (A) certain parties to the Structured Asset Securities Corporation Mortgage Loan Trust 2007-WF1 transaction shall be required to provide to the Securities Administrator and the Depositor, to the extent known by a responsible officer thereof, in ▇▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to ▇▇▇▇▇ format), or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 10-D Disclosure Notification if applicable, and include with such Additional Form 10-D Disclosure Notification in the form attached hereto as Exhibit P-4, and (B) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(iii) After preparing the Form 10-D, the Securities Administrator shall forward electronically a copy of the Form 10-D to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically distributed to the Depositor for review and approval. Within two Business Days, but in no event later than the 12th calendar day after the related Distribution Date, a duly authorized representative of the Exchange Act Signing Party shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Securities Administrator will follow the procedures set forth in subsection (g)(ii) of this Section 6.20. Promptly (but no later than one Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-D filed by the Securities Administrator. Each party to this Agreement acknowledges that the performance by the Securities Administrator of its duties under this Section 6.20(d) related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(d). The Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.
(iv) Form 10-D requires the registrant to indicate (by checking "yes" or "no") that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Securities Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Securities Administrator in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
(e) Reports Filed on Form 10-K.
(i) Within 90 days after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2008, the Securities Administrator shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Securities Administrator within the applicable time frames set forth in this Agreement, the Servicing Agreement and the Custodial Agreement, (A) an annual compliance statement for the Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in the Servicing Agreement, (B)(I) the annual reports on assessment of compliance with servicing criteria for each Servicer, the Custodian, each Additional Servicer, the Master Servicer, the Credit Risk Manager, any Servicing Function Participant, the Paying Agent and the Securities Administrator (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in the Servicing Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or the Custodial Agreement is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (C)(I) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in the Servicing Agreement and the Custodial Agreement and (II) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (D) a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Any disclosure or information in addition to (A) through (D) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit P-2 hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2008, (A) certain parties to the Structured Asset Securities Corporation Mortgage Loan Trust 2007-WF1 transaction shall be required to provide to the Securities Administrator and the Depositor, to the extent known by a responsible officer thereof, in ▇▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to ▇▇▇▇▇ format), or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit P-4, and (B) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit P-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
(iii) After preparing the Form 10-K, the Securities Administrator shall forward electronically a copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange Act Signing Party shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in subsection (g) of this Section 6.20. Promptly (but no later than one Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-K filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 6.20(e) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(e), Section 9.25(a), Section 9.25(b) and Section 9.26. The Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(iv) Each Form 10-K shall include the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. The Securities Administrator, the Paying Agent and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Securities Administrator, the Paying Agent and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification (the “Certifying Person”), by March 15 of each year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), in the form attached hereto as Exhibit Q-1 (or, in the case of (x) the Paying Agent, in the form attached as Exhibit Q-2 and (y) the Securities Administrator, the form attached hereto as Exhibit Q-3), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Securities Administrator, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 6.20(e)(iv) with respect to the period of time it was subject to this Agr
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Securities CORP Mortgage Loan Trust 2007-Wf1), Trust Agreement (Structured Asset Securities CORP Mortgage Loan Trust 2007-Wf1)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X IX hereof. If the Securities Administrator Trustee is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator Trustee shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator Trustee shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Depositor. The Securities Administrator Trustee shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reports.
Appears in 2 contracts
Sources: Pooling Agreement (Sequoia Mortgage Trust 2010-H1), Pooling Agreement (Sequoia Mortgage Trust 2010-H1)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared shall, on behalf of the Trust Fund, Fund and based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, prepare (or cause to be prepared) and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Depositor notifies the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare (or cause to be prepared) and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such the Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each the Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsdocuments.
(c) Within 15 days after each Distribution Date, the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Securities and Exchange Commission (the “Commission”) via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or other comparable form containing the same or comparable information or other information mutually agreed upon) with a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇, if applicable, prior to March 30 of each year), the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via ▇▇▇▇▇ a Form 10-K with respect to the Trust Fund. In addition, the Securities Administrator will cause its senior officer in charge of securitization to execute the certification (the “Form 10-K Certification”) required pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, and to file the same with the Commission prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇, if applicable, prior to March 30 of each year). To the extent any information or exhibits required to be included in the Form 10-K are not timely received by the Securities Administrator prior to March 30, the Securities Administrator shall, on behalf of the Trust, file one or more amended Form 10-Ks to include such missing information or exhibits promptly after receipt thereof by the Securities Administrator. Promptly following the first date legally permissible under applicable regulations and interpretations of the Commission, the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via ▇▇▇▇▇ a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Each of the Master Servicer and the Trustee agree to furnish to the Securities Administrator promptly, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items with the Commission other than those specified in this section. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2005-A7), Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2005-A8)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderREMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, Trustee upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities Administrator and Exchange Commission (the “Commission”) via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2004, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2004, the Trustee shall furnish any other information that is file (but will not execute) a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the “Form 10-K Certification”) signed by an appropriate party or parties designated by the Code and regulations thereunder Depositor (which Form 10-K Certification the Trustee shall not be required to be made available sign). The Trustee shall have no liability for any delay in filing the Form 10-K due to the Certificateholdersfailure of such party to timely sign the Form 10-K Certification. The Master Servicer Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor (other than the Form 10-K and the related Form 10-K Certification). Such power of attorney shall cause each Servicer continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to provide promptly furnish to the Securities Administrator Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section.
(d) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit Q for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such information as is necessary for certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the Securities Administrator to prepare resignation or removal of such reportsPerson.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Sec Corp Mort Ps THR Certs Ser 2003-8), Trust Agreement (Structured Asset Sec Corp Mort Pass THR Certs Series 2003-1)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to the Trustee for distribution to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute disseminate to the Trustee for distribution to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorAdministrator and the Trustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each of REMIC created hereunder1, REMIC 2 and REMIC 3, an application for an employer identification number on IRS Form SS-4 SS 4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Securities Administrator shall, in accordance with industry standards, file with the Securities and Exchange Commission (the “Commission”) via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2004, the Securities Administrator shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2004, the Securities Administrator shall file (but will not execute) a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Securities Administrator shall not be required to sign). The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute and file each Form 8-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall furnish have no responsibility to file any items other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide than those specified in this section.
(d) If so requested, the Securities Administrator with shall sign a certification (in the form attached hereto as Exhibit Q for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such information as is necessary for Form 10-K Certification (provided, however, that the Securities Administrator shall not be required to prepare undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Securities Corp), Trust Agreement (Structured Asset Investment Loan Trust 2003-Bc2)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Securities Administrator’s control of the Securities Administrator as the Depositor may reasonably request in writing. The Securities Administrator shall furnish to the Trustee, and who shall distribute furnish to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to the Certificateholders (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 SS 4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Securities Administrator shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, (ii) a copy of each report made available by the Credit Risk Manager pursuant to Section 9.34 (provided each such report is made available to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements) and (iii) such other information as is required by the Rules and available to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements. Prior to January 30 in the first year as to which it has received prior instructions from the Depositor to do so, the Securities Administrator shall, in accordance with industry standards, prepare and file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Following the filing of a Form 15 Suspension Notification, if directed to do so by the Depositor, the Securities Administrator shall, at monthly intervals or such other less frequent intervals as are specified by the Depositor, file with the Commission via ▇▇▇▇▇ pursuant to Rule 424 under the Act (provided that such documents or other information (other than the statement to Certificateholders) are furnished by the Depositor to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements) a prospectus supplement that includes (i) a cover page, (ii) a copy of the statement to Certificateholders for the most recent Distribution Date, and (iii) such other information as is provided by the Depositor. Prior to March 30, 2005 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Securities Administrator shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification neither the Securities Administrator nor the Trustee shall be required to prepare or sign) and such other information as is required by the Rules. The Securities Administrator shall furnish any promptly send copies of each periodic report filed on Form 8-K or other information that is required by applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the Code acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and regulations thereunder to be made available to the CertificateholdersDepositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively. The Master Servicer shall cause each Servicer Depositor hereby grants to provide the Securities Administrator with such information as is necessary a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) and, if applicable, each prospectus supplement to be filed pursuant to Rule 424, on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items other than those specified in this section.
(d) If so requested, the Securities Administrator shall sign a certification (in the form attached hereto as Exhibit P) for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such reportsForm 10-K Certification (provided, however, that the Securities Administrator shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Securities Corp Mortgage Pass-Through Certificates 2004-S2), Trust Agreement (Structured Asset Securities Corp)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each of REMIC created hereunder1, REMIC 2 and REMIC 3, an application for an employer identification number on IRS Form SS-4 SS 4 or by any other acceptable method. The Securities Administrator Trustee shall also file a Form 8811 or Form SS 4, as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Master Servicer and the Depositor.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities and Exchange Commission (the “Commission”) via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2004, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2004, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to sign). The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K on behalf of the Depositor. The Securities Administrator Such power of attorney shall furnish any other information that is required continue until either the earlier of (i) receipt by the Code Trustee from the Depositor of written termination of such power of attorney and regulations thereunder (ii) the termination of the Trust Fund. The Depositor agrees to be made available promptly furnish to the CertificateholdersTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file with the Commission. The Master Servicer Trustee shall cause each Servicer have no responsibility to provide file any items other than those specified in this section.
(d) If so requested, the Securities Administrator Trustee shall sign a certification (in the form attached hereto as Exhibit Q for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such information as is necessary for certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the Securities Administrator to prepare resignation or removal of such reportsPerson.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Certs Ser 2003-Bc4), Trust Agreement (Structured Asset Sec Corp Mort Pass THR Certs Ser 2003-Bc3)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator Trustee shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Depositor. .
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities Administrator shall furnish any and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, (ii) a copy of each report made available by the Credit Risk Manager pursuant to Section 9.34 and (iii) such other information that as is required by the Code Rules.
(d) Prior to January 30 in the first year unless it has received prior instructions from the Depositor not to do so, the Trustee shall, in accordance with industry standards, prepare and regulations thereunder to be made available file a Form 15 Suspension Notification with respect to the CertificateholdersTrust Fund, if applicable.
(e) Prior to March 30, 2006 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. The Master Servicer Each Form 10-K shall cause each Servicer include the certification required pursuant to provide Rule 13a-14 under the Securities Administrator with and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) and such other information as is required by the Rules.
(f) The Trustee shall promptly send copies of each periodic report filed on Form 8-K or other applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and to the Depositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively.
(g) The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section. The Depositor agrees to cooperate with the Trustee and its counsel to assist the Trustee in delivering the form of documentation to be attached to any Form 8-K.
(h) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit Q for the Securities Administrator benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification; provided, however, that the Trustee shall not be required to prepare undertake an analysis of the accountant’s report nor shall it have any responsibility for any financial information or other matter contained therein, except for computations prepared by the Trustee and reflected in distribution reports. Nothing in this Section 6.20(h) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit Q.
(i) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Securities Corporation, 2005-Gel4), Trust Agreement (SASCO Mortgage Loan Trust Series 2005-Gel3)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Securities Administrator’s control of the Securities Administrator as the Depositor may reasonably request in writing. The Securities Administrator shall furnish to the Trustee, and who shall distribute furnish to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders them (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Securities Administrator shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date and (ii) such other information as is required by the Rules and available to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements. Prior to January 30 in the first year, unless it has received prior instructions from the Depositor not to do so, the Securities Administrator shall, in accordance with industry standards, prepare and file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2006 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Securities Administrator shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Exchange Act, as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification neither the Securities Administrator nor the Trustee shall be required to prepare or sign) and such other information as is required by the Rules. The Securities Administrator shall furnish any promptly send copies of each periodic report filed on Form 8-K or other information that is required by applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the Code acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and regulations thereunder to be made available to the CertificateholdersDepositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively. The Master Servicer Trustee shall cause each Servicer have no liability for any delay in filing the Form 10-K or Form 10-K Certification due to provide the failure of any party to sign such Form 10-K or Form 10-K Certification. The Depositor hereby grants to the Securities Administrator with such information as is necessary a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items other than those specified in this section.
(d) If so requested, the Securities Administrator shall sign a certification (in the form attached hereto as Exhibit Q) for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such reportsForm 10-K Certification (provided, however, that the Securities Administrator shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 2 contracts
Sources: Trust Agreement (SASCO Mortgage Loan Trust 2005-Wf3), Trust Agreement (Structured Asset Securities Corp 2005-Wf4)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s 's possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer except to the extent that such information was provided in reasonable reliance upon information from any Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer agrees that it shall cause each Servicer to to, provide the Securities Administrator with such information related to the Mortgage Loans in the possession of such Servicer, as is necessary may reasonably be required for the Securities Administrator to prepare such reports.
(c) Within 15 days after each Distribution Date, the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Securities and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (EDGAR), a Form 8-K (or any compar▇▇▇▇ form containing the same or comparable information or other information mutually agreed upon) with a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 30, 2006 (and, if applicabl▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇0 of each year), the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via EDGAR a Form 10-K with respect to ▇▇▇ Trust Fund. In addition, the Master Servicer will cause an officer in charge of master servicing to execute the certification (the "Form 10-K Certification") required pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, and to file the same with the Commission prior to March 30, 2006 (and, if applicabl▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇0 of each year). To the extent any information or exhibits required to be included in the Form 10-K are not timely received by the Securities Administrator prior to March 30, the Securities Administrator shall, on behalf of the Trust, file one or more amended Form 10-Ks to include such missing information or exhibits promptly after receipt thereof by the Securities Administrator. Promptly following the first date legally permissible under applicable regulations and interpretations of the Commission, the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via EDGAR a Form 15 Suspension Notifi▇▇▇▇▇n with respect to the Trust Fund, if applicable. The Master Servicer agrees to furnish to the Securities Administrator promptly, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items with the Commission other than those specified in this section.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (MSM 2005-5ar), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2005-6ar)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of each of the Trust Fund REMIC 1, REMIC 2 and each REMIC created hereunder3, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities Administrator and Exchange Commission (the “Commission”) via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2003, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2003, the Trustee shall furnish any other information that is file (but will not execute) a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to sign). The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Code Trustee from the Depositor of written termination of such power of attorney and regulations thereunder (ii) the termination of the Trust Fund. The Depositor agrees to be made available promptly furnish to the CertificateholdersTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file with the Commission. The Master Servicer Trustee shall cause each Servicer have no responsibility to provide file any items other than those specified in this section.
(d) If so requested, the Securities Administrator Trustee shall sign a certification (in the form attached hereto as Exhibit Q for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such information as is necessary for certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the Securities Administrator to prepare resignation or removal of such reportsPerson.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2002-Ff3), Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2002-Bc9)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderREMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, Trustee upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Securities Administrator Trustee will file an IRS Form 8811.
(c) The Depositor shall furnish any prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Commission as in effect from time to time (the “Rules”)) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date and (ii) such other information that as is required by the Code Rules. Unless the Trustee receives written notice prior to January 15, 2005 not to do so, prior to January 30, 2005, the Trustee shall, in accordance with industry standards, prepare and regulations thereunder to be made available file a Form 15 Suspension Notification with respect to the CertificateholdersTrust Fund, if applicable. The Master Servicer shall cause each Servicer If so directed by the Depositor, the Trustee shall, at monthly intervals or such other less frequent intervals as are specified by the Depositor, file with the Commission via ▇▇▇▇▇ pursuant to provide Rule 424 under the Securities Administrator with Act a prospectus supplement prepared by the Depositor that includes (i) a cover page in the form provided by the Depositor, (ii) a copy of the statement to the Certificateholders for the most recent Distribution Date, and (iii) such other information as is provided by the Depositor. Prior to March 30, 2005 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Exchange Act (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) and such other information as is required by the Rules. The Trustee shall promptly send copies of each periodic report filed on Form 8-K or other applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and to the Depositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively. The Trustee shall not have any liability for any delay in filing the Form 10-K or Form 10-K Certification due to the failure of any party to timely sign such Form 10-K or Form 10-K Certification. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) and, if applicable, each prospectus supplement to be filed pursuant to Rule 424, on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney or (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section. The Depositor agrees to cooperate with the Trustee and Trustee’s counsel to assist the Trustee in determining the form and content of any filings that may be required pursuant to this Section 6.20(c) and, without limiting the Trustee’s responsibility hereunder, otherwise to assist the Trustee in fulfilling its duties under this Section 6.20(c).
(d) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit Q for the Securities Administrator benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to prepare undertake an analysis of, and shall have no responsibility for, any financial information, accountant’s report, certification or other matter contained therein, except for computations performed by the Trustee and reflected in distribution reports. Nothing in this Section 6.20(d) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit Q.
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Securities Corp Mortgage Pass-Through Certificates, Series 2004-15), Trust Agreement (Structured Asset Securities Corp Mortgage Pass-Through Certificates, Series 2004-20)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to the Trustee for distribution to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute disseminate to the Trustee for distribution to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorAdministrator and the Trustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each of REMIC created hereunder1, REMIC 2, REMIC 3 and REMIC 4, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Securities Administrator shall, in accordance with industry standards, file with the Securities and Exchange Commission (the “Commission”) via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2004, the Securities Administrator shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2004, the Securities Administrator shall file (but will not execute) a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Securities Administrator shall not be required to sign). The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute and file each Form 8-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall furnish have no responsibility to file any items other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide than those specified in this section.
(d) If so requested, the Securities Administrator with shall sign a certification (in the form attached hereto as Exhibit Q) for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such information as is necessary for Form 10-K Certification (provided, however, that the Securities Administrator shall not be required to prepare undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pas THR Certs Ser 2003 Bc8), Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2003-Bc13)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Securities Administrator’s control of the Securities Administrator as the Depositor may reasonably request in writing. The Securities Administrator shall furnish to the Trustee, and who shall distribute furnish to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders them (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 SS 4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Securities Administrator shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, (ii) a copy of each report made available by the Credit Risk Manager pursuant to Section 9.34 (provided each such report is made available to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements) and (iii) such other information as is required by the Rules and available to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements. Prior to January 30 in the first year as to which it has received prior instructions from the Depositor to do so, the Securities Administrator shall, in accordance with industry standards, prepare and file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Following the filing of a Form 15 Suspension Notification, if directed to do so by the Depositor, the Securities Administrator shall, at monthly intervals or such other less frequent intervals as are specified by the Depositor, file with the Commission via ▇▇▇▇▇ pursuant to Rule 424 under the Act (provided that such documents or other information (other than the statement to Certificateholders) are furnished by the Depositor to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements) a prospectus supplement that includes (i) a cover page, (ii) a copy of the statement to Certificateholders for the most recent Distribution Date, and (iii) such other information as is provided by the Depositor. Prior to March 30, 2005 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Securities Administrator shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification neither the Securities Administrator nor the Trustee shall be required to prepare or sign) and such other information as is required by the Rules. The Securities Administrator shall furnish any promptly send copies of each periodic report filed on Form 8-K or other information that is required by applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the Code acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and regulations thereunder to be made available to the CertificateholdersDepositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively. The Master Servicer shall cause each Servicer Depositor hereby grants to provide the Securities Administrator with such information as is necessary a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) and, if applicable, each prospectus supplement to be filed pursuant to Rule 424, on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items other than those specified in this section.
(d) If so requested, the Securities Administrator shall sign a certification (in the form attached hereto as Exhibit Q) for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such reportsForm 10-K Certification (provided, however, that the Securities Administrator shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Investment Loan Trust 2004-10), Trust Agreement (Structured Asset Investment Loan Trust 2004-Bnc1)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderREMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for the REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer, the Trustee and the Depositor. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities Administrator and Exchange Commission (the “Commission”) via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2004, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2004, the Trustee shall furnish any other information that is file (but will not execute) a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the “Form 10-K Certification”) signed by an appropriate party or parties designated by the Code and regulations thereunder Depositor (which Form 10-K Certification the Trustee shall not be required to be made available sign). The Trustee shall have no liability for any delay in filing the Form 10-K due to the Certificateholdersfailure of such party to timely sign the Form 10-K Certification. The Master Servicer Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor (other than the Form 10-K and the related Form 10-K Certification). Such power of attorney shall cause each Servicer continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to provide promptly furnish to the Securities Administrator Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section.
(d) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit P for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each Person (including its officers and directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for the related Distribution Date for any liability or expense incurred by it in connection with such information as is necessary for certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the Securities Administrator to prepare resignation or removal of such reportsPerson.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Certs Ser 03 4), Trust Agreement (Structured Asset Sec Corp Mort Pass THR Certs Ser 2003 10)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Trustee notifies the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorAdministrator and the Trustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reports.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Trust 2006-1), Pooling and Servicing Agreement (Sequoia Mortgage Trust 2007-1)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator Trustee shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Depositor. .
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities Administrator shall furnish any and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, and (ii) such other information that as is required by the Code Rules.
(d) Prior to January 30 in the first year as to which it has received prior instructions from the Depositor to do so, the Trustee shall, in accordance with industry standards, prepare and regulations thereunder file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable.
(e) If so directed by the Depositor, the Trustee shall, at monthly intervals or such other less frequent intervals as are specified by the Depositor, file with the Commission via ▇▇▇▇▇ pursuant to Rule 424 under the Securities Act a prospectus supplement to be made available prepared by the Depositor that includes (i) a cover page in the form provided by the Depositor, (ii) a copy of the statement to the Certificateholders. The Master Servicer shall cause each Servicer to provide Certificateholders for the Securities Administrator with most recent Distribution Date, and (iii) such other information as is provided by the Depositor.
(f) Prior to March 30, 2006, and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Exchange Act (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) and such other information as is required by the Rules.
(g) The Trustee shall promptly send copies of each periodic report filed on Form 8-K or other applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and to the Depositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively.
(h) The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) and, if applicable, each prospectus supplement to be filed pursuant to Rule 424, on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section. The Depositor agrees to cooperate with the Trustee and its counsel to assist the Trustee in delivering the form of documentation to be attached to any Form 8-K.
(i) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit P for the Securities Administrator benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to prepare undertake an analysis of the accountant’s report nor shall it have any responsibility for any financial information or other matter contained therein, except for computations prepared by the Trustee and reflected in distribution reports. Nothing in this Section 6.20(d) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit P.
(j) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Securities Corp 2005-S5), Trust Agreement (Structured Asset Securities Corp 2005-S4)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderhereby, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer, the Trustee and the Depositor. The Trustee will file an IRS Form 8811. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities Administrator shall furnish any and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, and (ii) such other information that as is required by the Code Rules.
(d) Unless the Trustee receives written notice to the contrary prior to January 30, 2006, the Trustee shall, in accordance with industry standards, prepare and regulations thereunder file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable.
(e) If so directed by the Depositor, the Trustee shall, at monthly intervals or such other less frequent intervals as are specified by the Depositor, file with the Commission via ▇▇▇▇▇ pursuant to Rule 424 under the Act a prospectus supplement to be made available prepared by the Depositor in ▇▇▇▇▇ accessible format that includes (i) a cover page in the form provided by the Depositor, (ii) a copy of the statement to the Certificateholders. The Master Servicer shall cause each Servicer to provide Certificateholders for the Securities Administrator with most recent Distribution Date, and (iii) such other information as is provided by the Depositor.
(f) Prior to March 30, 2006 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) and such other information as is required by the Rules.
(g) The Trustee shall promptly send copies of each periodic report filed on Form 8-K or other applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and to the Depositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively.
(h) The Trustee shall not have any liability for any duty in filing the Form 10-K or Form 10-K Certification due to failure of any party to timely sign such Form 10-K or Form 10-K Certification. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) and, if applicable, each prospectus supplement to be filed pursuant to Rule 424, on behalf of the Depositor. To the extent that any certification pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended, or any similar certification which may be required to be filed with any Form 8-K, the Depositor shall designate the appropriate party to sign such certification (which shall not be the Trustee). Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section.
(i) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit M for the Securities Administrator benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to prepare undertake an analysis of the accountant’s report). Nothing in this Section 6.20(d) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit M.
(j) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 2 contracts
Sources: Trust Agreement (Structured Adjustable Rate Mortgage Loan Trust 2005-8xs), Trust Agreement (Structured Adjustable Rate Mortgage Loan Trust 2005-6xs)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of each of the Trust Fund REMIC 1, REMIC 2 and each REMIC created hereunder3, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities Administrator and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2003, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2003, the Trustee shall furnish any other information that is required file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Code Trustee from the Depositor of written termination of such power of attorney and regulations thereunder (ii) the termination of the Trust Fund. The Depositor agrees to be made available promptly furnish to the CertificateholdersTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file with the Commission. The Master Servicer Trustee shall cause each Servicer have no responsibility to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsfile any items other than those specified in this section.
Appears in 2 contracts
Sources: Trust Agreement (Amoritizing Residential Col Tr Mor Pas Thru Cer Ser 2002-Bc6), Trust Agreement (Structured Asset Securities Corp)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and . The Securities Administrator shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will shall indemnify the Trustee and the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator Trustee and the TrusteeSecurities Administrator, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderhereby, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as requiredSS-4. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer, the Trustee and the Depositor. The Securities Administrator will file an IRS Form 8811. The Trustee shall furnish have no obligation to verify the information in any Form 8811 or form SS-4 filings.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Securities Administrator shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, and (ii) such other information that as is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide Rules.
(d) Unless the Securities Administrator receives written notice not to do so, prior to January 30, 2006, the Securities Administrator shall, in accordance with industry standards, prepare and file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable.
(e) If so directed by the Depositor, the Securities Administrator shall, at monthly intervals or such other less frequent intervals as are specified by the Depositor, file with the Commission via ▇▇▇▇▇ pursuant to Rule 424 under the Act a prospectus supplement to be prepared by the Depositor in ▇▇▇▇▇ accessible format that includes (i) a cover page in the form provided by the Depositor, (ii) a copy of the statement to the Certificateholders for the most recent Distribution Date, and (iii) such other information as is necessary for provided by the Depositor.
(f) Prior to March 30, 2006 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Securities Administrator shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification neither the Trustee nor the Securities Administrator shall be required to prepare or sign) and such other information as is required by the Rules.
(g) The Securities Administrator shall promptly send copies of each periodic report filed on Form 8-K or other applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and to the Depositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively.
(h) Neither the Trustee nor the Securities Administrator shall have any liability for any delay in filing the Form 10-K or Form 10-K Certification due to the failure of any party to timely sign such Form 10-K or Form 10-K Certification. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) and, if applicable, each prospectus supplement to be filed pursuant to Rule 424, on behalf of the Depositor. To the extent that any certification pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended, or any similar certification which may be required to be filed with any Form 8-K, the Depositor shall designate the appropriate party to sign such certification (which shall not be the Trustee or the Securities Administrator). Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. Neither the Trustee nor the Securities Administrator shall have any responsibility to file any items other than those specified in this section.
(i) If so requested, the Securities Administrator shall sign a certification (in the form attached hereto as Exhibit M for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Securities Administrator shall not be required to undertake an analysis of, and shall have no responsibility for any financial information, the accountant’s report, certification or other materials contained therein, except for those computations prepared by the Securities Administrator and reflected in the distribution report. Nothing in this Section 6.20(d) shall relieve the Securities Administrator of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit M.
(j) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Securities Corp Trust 2005-4xs), Trust Agreement (Structured Asset Securities Corp Mortgage Pass-Through Certificates, Series 2005-2xs)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Trustee’s control of the Securities Administrator as the Depositor may reasonably request in writing, writing and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator Trustee shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy of such notice to the Master Servicer and the Depositor. The Securities Administrator Trustee shall furnish have no obligation to verify the information in any other information that is Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, the Trustee shall, in accordance with industry standards and the rules of the Commission as in effect from time to time (the “Rules”), prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (“▇▇▇▇▇”), the reports listed in subsections (d) through (g) of this Section 6.20 in respect of the Trust Fund as and to the extent required under the Exchange Act.
(d) Reports Filed on Form 10-D.
(i) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Trustee shall prepare and file on behalf of the Trust Fund any Form 10-D required by the Code Exchange Act, in form and regulations thereunder substance as required by the Exchange Act. The Trustee shall file each Form 10-D with a copy of the related Distribution Date Statement and a copy of each report made available by the Credit Risk Manager pursuant to be Section 9.34 (provided each such report is made available to the CertificateholdersTrustee in a format compatible with ▇▇▇▇▇ filing requirements) attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit P-1 hereto, within five calendar days after the related Distribution Date, (A) certain parties to the BNC Mortgage Loan Trust 2007-4 transaction shall be required to provide to the Depositor and the Trustee, to the extent known by a responsible officer thereof, in ▇▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to ▇▇▇▇▇ format), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, and include with such Additional Form 10-D Disclosure an Additional Disclosure Notification in the form attached hereto as Exhibit P-4 and (B) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(iii) After preparing the Form 10-D, the Trustee shall forward electronically a copy of the Form 10-D to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically distributed to the Depositor for review and approval. No later than two Business Days prior to the 15th calendar day after the related Distribution Date, a duly authorized representative of the Exchange Act Signing Party shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in subsection (g)(ii) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D prepared and filed by the Trustee. Each party to this Agreement acknowledges that the performance by the Trustee of its duties under this Section 6.20(d) related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(d). The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.
(iv) Form 10-D requires the registrant to indicate (by checking "yes" or "no") that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor shall be deemed to represent to the Trustee that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Trustee in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Trustee shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
(e) Reports Filed on Form 10-K.
(i) Unless and until a Form 15 suspension notice shall have been filed, within 90 days after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2009, the Trustee shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee within the applicable time frames set forth in this Agreement and in the Servicing Agreement and the Custodial Agreement, (A) an annual compliance statement for the Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in the Servicing Agreement, (B)(I) the annual reports on assessment of compliance with servicing criteria for the Servicer, the Custodian, each Additional Servicer, the Master Servicer, the Credit Risk Manager, any Servicing Function Participant, the Paying Agent and the Trustee (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in the Servicing Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (C)(I) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in the Servicing Agreement and Custodial Agreement and (II) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (D) a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Any disclosure or information in addition to (A) through (D) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit P-2 hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2009, (A) certain parties to the BNC Mortgage Loan Trust 2007-4 transaction shall be required to provide to the Depositor and the Trustee, to the extent known by a responsible officer thereof, in ▇▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to ▇▇▇▇▇ format), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit P-4 and (B) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit P-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
(iii) After preparing the Form 10-K, the Trustee shall forward electronically a copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the fourth Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange Act Signing Party shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee will follow the procedures set forth in subsection (g) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Trustee. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 6.20(e) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(e), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(iv) Each Form 10-K shall include the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. The Trustee, the Paying Agent (if other than the Trustee) and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Trustee, the Paying Agent (if other than the Trustee) and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification (the “Certifying Person”), by March 15 of each Servicer year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), (x) in the case of the Master Servicer, in the form attached hereto as Exhibit Q-1, (y) in the case of the Trustee, the form attached hereto as Exhibit Q-2 and (z) in the case of the Paying Agent (if other than the Trustee), such other form as agreed to between the Paying Agent and the Exchange Act Signing Party, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Securities Administrator Certifying Person pursuant to this Section 6.20(e)(iv) with respect to the period of time it was subject to this Agreement.
(v) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such information as is necessary for certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the Securities Administrator resignation or removal of such Person.
(vi) Form 10-K requires the registrant to prepare such reports.indicate (by checking "yes" or "no") that it “(1) has filed all reports required
Appears in 1 contract
Sources: Trust Agreement (BNC CORP Mortgage Loan Trust 2007-Bnc4)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from Trustee arising out of or based upon any error in any of such tax or information returns directly resulting from arising out of or based upon errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderhereby, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Securities Administrator Trustee will file an IRS Form 8811 for all REMICs created hereunder. The Trustee shall furnish have no obligation to verify the information in any other information Form 8811 or Form SS-4 filing.
(c) Reports Filed on Form 10-D.
(i) Within 15 days after each Distribution Date (or, if applicable, within such shorter period of time as is required under the rules of the Commission as in effect from time to time (the “Rules”)) during each year in which the Trust Fund is subject to Exchange Act reporting requirements, the Trustee shall prepare and file on behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Trustee shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit Q-1 hereto, within five calendar days after the related Distribution Date, (A) certain parties to the GreenPoint Mortgage Funding Trust Mortgage Pass-Through Certificates, Series 2007-AR3 transaction, as identified in Exhibit Q-1, shall provide to the Trustee, to the extent known by a Responsible Officer thereof, in E▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to E▇▇▇▇ format), or in such other form as otherwise agreed upon by the Code Trustee and regulations thereunder such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, and included with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-D Disclosure, and (C) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(iii) After preparing the Form 10-D, the Trustee shall forward electronically a draft copy of the Form 10-D to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically distributed to the Depositor for review and approval. No later than two Business Days prior to the 15th calendar day after the related Distribution Date, a senior officer of the Exchange Act Signing Party shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be made amended, the Trustee will follow the procedures set forth in subsection (f)(ii) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. Each party to this Agreement acknowledges that the performance by the Trustee of its duties under this Section 6.20(c) related to the Certificateholderstimely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(c). The Master Servicer Trustee shall cause each Servicer have no liability for any loss, expense, damage, claim arising out of or with respect to provide any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Securities Administrator with Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such information as is necessary for the Securities Administrator to prepare such reportsForm 10-D, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Sources: Trust Agreement (GreenPoint Mortgage Funding Trust 2007-Ar3)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderhereby, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer, the Trustee and the Depositor. The Trustee will file an IRS Form 8811. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities Administrator shall furnish any and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, and (ii) such other information that as is required by the Code Rules.
(d) Unless the Trustee receives written notice prior to January 30, 2006, the Trustee shall, in accordance with industry standards, prepare and regulations thereunder file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable.
(e) If so directed by the Depositor, the Trustee shall, at monthly intervals or such other less frequent intervals as are specified by the Depositor, file with the Commission via ▇▇▇▇▇ pursuant to Rule 424 under the Act a prospectus supplement to be made available prepared by the Depositor in ▇▇▇▇▇ accessible format that includes (i) a cover page in the form provided by the Depositor, (ii) a copy of the statement to the Certificateholders. The Master Servicer shall cause each Servicer to provide Certificateholders for the Securities Administrator with most recent Distribution Date, and (iii) such other information as is provided by the Depositor.
(f) Prior to March 30, 2006 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) and such other information as is required by the Rules.
(g) The Trustee shall promptly send copies of each periodic report filed on Form 8-K or other applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and to the Depositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively.
(h) The Trustee shall not have any liability for any duty in filing the Form 10-K or Form 10-K Certification due to failure of any party to timely sign such Form 10-K or Form 10-K Certification. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) and, if applicable, each prospectus supplement to be filed pursuant to Rule 424, on behalf of the Depositor. To the extent that any certification pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended, or any similar certification which may be required to be filed with any Form 8-K, the Depositor shall designate the appropriate party to sign such certification (which shall not be the Trustee). Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section.
(i) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit M for the Securities Administrator benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to prepare undertake an analysis of, and shall have no responsibility for any financial information, the accountant’s report, certification or other materials contained therein, except for those computations prepared by the Trustee and reflected in the distribution report. Nothing in this Section 6.20(d) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit M.
(j) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 1 contract
Sources: Trust Agreement (Structured Adjustable Rate Mortgage Loan Trust 2005-3xs)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Securities Administrator’s control of the Securities Administrator as the Depositor may reasonably request in writing. The Securities Administrator shall furnish to the Trustee, and who shall distribute furnish to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders them (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Securities Administrator shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, (ii) a copy of each report made available by the Credit Risk Manager pursuant to Section 9.34 (provided each such report is made available to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements) and (iii) such other information as is required by the Rules and available to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements. Prior to January 30 in the first year as to which it has received prior instructions from the Depositor to do so, the Securities Administrator shall, in accordance with industry standards, prepare and file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Following the filing of a Form 15 Suspension Notification, if directed to do so by the Depositor, the Securities Administrator shall, at monthly intervals or such other less frequent intervals as are specified by the Depositor, file with the Commission via ▇▇▇▇▇ pursuant to Rule 424 under the Act (provided that such documents or other information (other than the statement to Certificateholders) are furnished by the Depositor to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements) a prospectus supplement that includes (i) a cover page, (ii) a copy of the statement to Certificateholders for the most recent Distribution Date, and (iii) such other information as is provided by the Depositor. Prior to March 30, 2005 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Securities Administrator shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include, the Master Servicer Certification, the annual independent accountant’s servicing report and annual statement of compliance of each Servicer required to be delivered pursuant to the related Servicing Agreement, and other documentation that may be required to be filed in such Form 10-K and such other information as is required by the Rules. The Securities Administrator shall furnish any promptly send copies of each periodic report filed on Form 8-K or other information that is required by applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the Code acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and regulations thereunder to be made available to the CertificateholdersDepositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively. The Master Servicer shall cause each Servicer Depositor hereby grants to provide the Securities Administrator with such information as is necessary a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) and, if applicable, each prospectus supplement to be filed pursuant to Rule 424, on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items other than those specified in this section.
(d) If so requested, the Securities Administrator shall sign a certification (in the form attached hereto as Exhibit P) for the benefit of the Master Servicer, which will sign the Form 10-K Certification regarding certain aspects of such reportsForm 10-K Certification (provided, however, that the Securities Administrator shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Investment Loan Trust 2004-7)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of the Trust Fund and each REMIC created hereunderREMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer, the Trustee and the Depositor. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities Administrator and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2003, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2003, the Trustee shall furnish any other information that is required file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Code Trustee from the Depositor of written termination of such power of attorney and regulations thereunder (ii) the termination of the Trust Fund. The Depositor agrees to be made available promptly furnish to the CertificateholdersTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Master Servicer Trustee shall cause each Servicer have no responsibility to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsfile any items other than those specified in this section.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2002-15)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Master Servicer shall prepare in accordance with the provisions of Article X or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator Trustee shall forward copies to the Depositor and the NIMS Insurer of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor or the NIMS Insurer may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and the Master Servicer will prepare, to the extent that they are familiar with applicable state requirements, and the Trustee will file, annual reports (other than tax returns), if any, as directed by the Master Servicer, and will file copies of this Agreement with the appropriate state authorities as may be required by applicable law, and will prepare and distribute disseminate to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator NIMS Insurer and the Trustee on behalf of the Certificateholders for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trust Fund resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer (other than any such information that is delivered solely from information provided by a Servicer.). 104
(b) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Within 15 days after each Distribution Date, the Master Servicer shall, in accordance with industry standards, file with the Securities Administrator and Exchange Commission (the "SEC") via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2002, the Master Servicer shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2002, the Master Servicer shall file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Depositor hereby grants to the Master Servicer a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Master Servicer from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Master Servicer from time to time upon request such further information, reports, and financial statements within the Depositor's control related to this Agreement and the Mortgage Loans as the Master Servicer reasonably deems appropriate to prepare and file all necessary reports with the Internal Revenue Service (“IRS”SEC. The Master Servicer shall have no responsibility to file any items other than those specified in this Section 9.23(b). Promptly after filing a Form 15 or other applicable form with the SEC in connection with such termination, the Master Servicer shall deliver to the Depositor a copy of such form together with copies of confirmations of receipt by the SEC of each report filed therewith on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsFund.
Appears in 1 contract
Sources: Trust Agreement (Structured Ass Sec Cor a R Col Tr MRT Ps THR CRT Ser 01-Bc6)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing Trustee determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator Trustee shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Trustee’s control of the Securities Administrator as the Depositor may reasonably request in writing, writing and shall distribute furnish to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders them (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from Trustee arising out of or based upon any error in any of such tax or information returns directly resulting from arising out of or based upon errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator Trustee shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator Trustee shall furnish have no obligation to verify the information in any other information that is Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, the Trustee shall, in accordance with industry standards and the rules of the Commission as in effect from time to time (the “Rules”), prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (“E▇▇▇▇”), the reports listed in subsections (d) through (g) of this Section 6.20 in respect of the Trust Fund as and to the extent required under the Exchange Act.
(d) Reports Filed on Form 10-D.
(i) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Trustee shall prepare and file on behalf of the Trust Fund any Form 10-D required by the Code Exchange Act, in form and regulations thereunder substance as required by the Exchange Act. The Trustee shall file each Form 10-D with a copy of the related Distribution Date Statement and a copy of each report made available by the Credit Risk Manager pursuant to be Section 9.34 (provided each such report is made available to the CertificateholdersTrustee in a format compatible with E▇▇▇▇ filing requirements) attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit P-1 hereto, within five calendar days after the related Distribution Date, (A) certain parties to the Structured Asset Securities Corporation Mortgage Loan Trust 2007-BC1 transaction, as identified in Exhibit P-1, shall provide to the Depositor and the Trustee, to the extent known by a responsible officer thereof, in E▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to E▇▇▇▇ format), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, and include with such Additional Form 10-D Disclosure an Additional Disclosure Notification in the form attached hereto as Exhibit P-4 and (B) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(iii) After preparing the Form 10-D, the Trustee shall forward electronically a copy of the Form 10-D to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically distributed to the Depositor for review and approval. No later than two Business Days prior to the 15th calendar day after the related Distribution Date, a duly authorized representative of the Exchange Act Signing Party shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in subsection (g)(ii) of this Section 6.20. Promptly (but no later than one Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D prepared and filed by the Trustee. Each party to this Agreement acknowledges that the performance by the Trustee of its duties under this Section 6.20(d) related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(d). The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.
(iv) Form 10-D requires the registrant to indicate (by checking "yes" or "no") that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” Unless the Depositor has given the Trustee prior notice as provided below, at the date of filing of each report on Form 10-D, the Depositor shall be deemed to represent to the Trustee that, as of such date, the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Trustee in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Trustee shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
(e) Reports Filed on Form 10-K.
(i) Unless and until a Form 15 suspension notice shall have been filed, within 90 days after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2008, the Trustee shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee within the applicable time frames set forth in this Agreement and in the related Servicing Agreements and the related Custodial Agreements, (A) an annual compliance statement for each Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in each Servicing Agreement, (B)(I) the annual reports on assessment of compliance with servicing criteria for each Servicer, the Custodians, each Additional Servicer, the Master Servicer, the Credit Risk Manager, any Servicing Function Participant, the Paying Agent and the Trustee (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in each Servicing Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in each Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in any Servicing Agreement or Custodial Agreement is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (C)(I) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in each Servicing Agreement and Custodial Agreement and (II) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in any Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (D) a S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Any disclosure or information in addition to (A) through (D) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit P-2 hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2008, (A) certain parties to the Structured Asset Securities Corporation Mortgage Loan Trust 2007-BC1 transaction, as identified in Exhibit P-2, shall provide to the Depositor and the Trustee, to the extent known by a responsible officer thereof, in E▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to E▇▇▇▇ format), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit P-4 and (B) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit P-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
(iii) After preparing the Form 10-K, the Trustee shall forward electronically a copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the fourth Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange Act Signing Party shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee will follow the procedures set forth in subsection (g) of this Section 6.20. Promptly (but no later than one Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Trustee. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 6.20(e) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(e), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(iv) Each Form 10-K shall include the S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. The Trustee and the Paying Agent (if other than the Trustee) and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Paying Agent, the Trustee and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification (the “Certifying Person”), by March 15 of each Servicer year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), (x) in the case of the Master Servicer, in the form attached hereto as Exhibit Q-1, (y) in the case of the Trustee, the form attached hereto as Exhibit Q-2, and (z) in the case of the Paying Agent, such other form as agreed to between it and the Exchange Act Signing Party, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Securities Administrator Certifying Person pursuant to this Section 6.20(e)(iv) with respect to the period of time it was subject to this Agreement.
(v) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such information as is necessary for certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the Securities Administrator resignation or removal of such Person.
(vi) Form 10-K requires the registrant to prepare such reports.indicate (by checking "ye
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Securities CORP 2007-Bc1)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderREMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, Trustee upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities Administrator shall furnish any other information that is and Exchange Commission (the “Commission”)) after each Distribution Date, the Trustee shall, in accordance with industry standards customary for securities similar to the Certificates as required by the Code Exchange Act and the rules and regulations thereunder of the Commission, file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2005, and unless otherwise directed by the Depositor, the Trustee shall, in accordance with industry standards applicable to the Certificates, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2005, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to industry standards applicable to the Certificates, with respect to the Trust Fund. The Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the “Form 10-K Certification”) signed by an appropriate party or parties designated by the Depositor (which Form 10-K Certification the Trustee shall not be required to sign). The Trustee shall have no liability for any delay in filing the Form 10-K due to the failure of such party to timely sign the Form 10-K or Form 10-K Certification. The Trustee shall send copies of each filed Form 8-K, Form 15 and Form 10-K, together with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor (other than the Form 10-K and the related Form 10-K Certification). To the extent any certifications pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended, or any similar certifications which may be required to be made available filed with any Form 8-K, the Depositor shall designate the appropriate party to sign such certification (which shall not be the Trustee). Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the CertificateholdersTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Depositor or Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Master Servicer Trustee shall cause each Servicer have no responsibility to provide file any items other than those specified in this section.
(d) If so requested, the Securities Administrator Trustee shall sign a certification (in the form attached hereto as Exhibit Q for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to undertake an analysis of, and shall have no responsibility for, any financial information, accountant’s report, certification or other matter contained therein, except for computations performed by the Trustee and reflected in distribution reports. Nothing in this Section 6.20(d) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit Q.
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such information as is necessary for certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the Securities Administrator to prepare resignation or removal of such reportsPerson.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Securities Corp Mortgage Pass-Through Certificates, Series 2004-7)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified Trustee requests in writing that a state tax return or other return is required, then, at the sole expense of the Trust FundTrustee, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to the Trustee for distribution to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute disseminate to the Trustee for distribution to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorAdministrator and the Trustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of each of the Trust Fund REMIC 1, REMIC 2, REMIC 3, REMIC 4 and each REMIC created hereunder5, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as requiredSS-4. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer, the Trustee and the Depositor. The Securities Administrator will file an IRS Form 8811.
(c) The Depositor shall furnish any other information that is required by the Code and regulations thereunder prepare or cause to be made available to prepared the Certificateholders. The Master Servicer shall cause initial current report on Form 8-K. Thereafter, within 15 days after each Servicer to provide Distribution Date, the Securities Administrator shall, in accordance with industry standards, file with the Securities and Exchange Commission (the “Commission”) via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such information Distribution Date as is necessary for an exhibit thereto. Prior to January 30, 2003, the Securities Administrator shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2003, the Securities Administrator shall file (but will not execute) a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Securities Administrator shall not be required to sign). The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute and file each Form 8-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items other than those specified in this section.
(d) If so requested, the Securities Administrator shall sign a certification (in the form attached hereto as Exhibit Q for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such reportsForm 10-K Certification (provided, however, that the Securities Administrator shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2002-Bc7)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s Trustee's possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Trust Fund and each REMIC created hereunderUpper Tier REMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice to the Master Servicer and the Depositor. The Trustee will file an IRS Form 8811 for the REMICs created hereunder.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities Administrator and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 31, 2004, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2004, the Trustee shall furnish any other information that is required file (but will not execute) a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Code Trustee from the Depositor of written termination of such power of attorney and regulations thereunder (ii) the termination of the Trust Fund. The Depositor agrees to be made available promptly furnish to the CertificateholdersTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. In addition, the Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the "Form 10-K Certification") signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to sign). The Trustee shall have no responsibility to file any items other than those specified in this section.
(d) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit M) for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K).
(e) If so requested, the Master Servicer shall cause each sign a certification for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Master Servicer shall not be required to provide undertake an analysis of the Securities Administrator accountant's report attached as an exhibit to the Form 10-K).
(f) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such information as is necessary for certification, other than any liability or expense attributable to such Person's own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the Securities Administrator to prepare resignation or removal of such reportsPerson.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Certs Ser 2003 24a)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Securities Administrator’s control of the Securities Administrator as the Depositor may reasonably request in writing. The Securities Administrator shall furnish to the Trustee, and who shall distribute furnish to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders them (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from arising out of or based upon any error in any of such tax or information returns directly resulting from arising out of or based upon errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, the Securities Administrator shall, in accordance with industry standards and the rules of the Commission as in effect from time to time (the “Rules”), prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (“▇▇▇▇▇”), the reports listed in subsections (d) through (g) of this Section 6.20 in respect of the Trust Fund as and to the extent required under the Exchange Act.
(d) Reports Filed on Form 10-D.
(i) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Securities Administrator shall prepare and file on behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Securities Administrator shall furnish any other information that is required file each Form 10-D with a copy of the related Distribution Date Statement and a copy of each report made available by the Code and regulations thereunder Credit Risk Manager pursuant to be Section 9.34 (provided each such report is made available to the CertificateholdersSecurities Administrator in a format compatible with ▇▇▇▇▇ filing requirements) attached thereto. The Master Servicer Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall cause each Servicer be determined and prepared by and at the direction of the Depositor pursuant to provide the following paragraph and the Securities Administrator with will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit P-1 hereto, within five calendar days after the related Distribution Date, (A) certain parties to the BNC Mortgage Loan Trust 2007-2 transaction shall be required to provide to the Depositor and the Securities Administrator, to the extent known by a responsible officer thereof, in ▇▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to ▇▇▇▇▇ format), or in such information other form as is necessary for otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, and include with such Additional Form 10-D Disclosure an Additional Disclosure Notification in the form attached hereto as Exhibit P-4 and (B) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(iii) After preparing the Form 10-D, the Securities Administrator shall forward electronically a copy of the Form 10-D to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically distributed to the Depositor for review and approval. No later than two Business Days prior to the 15th calendar day after the related Distribution Date, a duly authorized representative of the Exchange Act Signing Party shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Securities Administrator will follow the procedures set forth in subsection (g)(ii) of this Section 6.20. Promptly (but no later than one Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-D prepared and filed by the Securities Administrator. Each party to this Agreement acknowledges that the performance by the Securities Administrator of its duties under this Section 6.20(d) related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(d). The Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.
(iv) Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” Unless the Depositor has given the Securities Administrator prior notice as provided below, at the date of filing of each report on Form 10-D, the Depositor shall be deemed to represent to the Securities Administrator, as of such date, that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Securities Administrator in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
(e) Reports Filed on Form 10-K.
(i) Unless and until a Form 15 suspension notice shall have been filed, within 90 days after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2008, the Securities Administrator shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Securities Administrator within the applicable time frames set forth in this Agreement and in the Servicing Agreement and the Custodial Agreement, (A) an annual compliance statement for the Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in the Servicing Agreement, (B)(I) the annual reports on assessment of compliance with servicing criteria for the Servicer, the Custodian, each Additional Servicer, the Master Servicer, the Credit Risk Manager, any Servicing Function Participant, the Paying Agent and the Securities Administrator (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in the Servicing Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (C)(I) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in the Servicing Agreement and Custodial Agreement and (II) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (D) a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Any disclosure or information in addition to (A) through (D) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit P-2 hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2008, (A) certain parties to the BNC Mortgage Loan Trust 2007-2 transaction shall be required to provide to the Depositor and the Securities Administrator, to the extent known by a responsible officer thereof, in ▇▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to ▇▇▇▇▇ format), or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit P-4 and (B) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit P-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
(iii) After preparing the Form 10-K, the Securities Administrator shall forward electronically a copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the fourth Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange Act Signing Party shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in subsection (g) of this Section 6.20. Promptly (but no later than one Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 6.20(e) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(e), Section 9.25(a), Section 9.25(b) and Section 9.26. The Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(iv) Each Form 10-K shall include the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. The Securities Administrator, the Paying Agent (if other than the Trustee) and the Trustee (including in its capacity as Paying Agent) and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Securities Administrator, the Trustee (including in its capacity as Paying Agent), the Paying Agent (if other than the Trustee) and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification (the “Certifying Person”), by March 15 of each year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), (x) in the case of the Master Servicer, in the form attached hereto as Exhibit Q-1, (y) in the case of the Securities Administrator, the form attached hereto as Exhibit Q-2, and (z) in the case of the Paying Agent (if other than the Trustee) or the Trustee (including in its capacity as Paying Agent), the form attached hereto as Exhibit Q-3, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior
Appears in 1 contract
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s 's possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer except to the extent that such information was provided in reasonable reliance upon information from any Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer agrees that it shall cause each Servicer to to, provide the Securities Administrator with such information related to the Mortgage Loans in the possession of such Servicer, as is necessary may reasonably be required for the Securities Administrator to prepare such reports.
(c) Within 15 days after each Distribution Date, the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Securities and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (EDGAR), a Form 8-K (or any compar▇▇▇▇ form containing the same or comparable information or other information mutually agreed upon) with a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 30, 2006 (and, 105 if applicable, prior to March 30 of each year), the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via EDGAR a Form 10-K with respect to ▇▇▇ Trust Fund. In addition, the Master Servicer will cause an officer in charge of master servicing to execute the certification (the "Form 10-K Certification") required pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, and to file the same with the Commission prior to March 30, 2006 (and, if applicabl▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇0 of each year). To the extent any information or exhibits required to be included in the Form 10-K are not timely received by the Securities Administrator prior to March 30, the Securities Administrator shall, on behalf of the Trust, file one or more amended Form 10-Ks to include such missing information or exhibits promptly after receipt thereof by the Securities Administrator. Promptly following the first date legally permissible under applicable regulations and interpretations of the Commission, the Securities Administrator shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via EDGAR a Form 15 Suspension Notifi▇▇▇▇▇n with respect to the Trust Fund, if applicable. The Master Servicer agrees to furnish to the Securities Administrator promptly, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items with the Commission other than those specified in this section.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2005-7)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute file annual reports required by applicable state authorities, will file copies of this Agreement with the appropriate state authorities as may be required by applicable law, and will prepare and disseminate to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer (other than information that is derived solely from information provided by the Servicer).
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of the Trust Fund and each REMIC created hereunderFund, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Master Servicer and the Depositor.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K and thereafter the Trustee will prepare or cause to be prepared Form 10-Ks and Form 10-Qs (if necessary), or monthly current reports on Form 8-K, on behalf of the Trust Fund, as may be required by applicable law, for filing with the Securities and Exchange Commission (the "SEC"), and the Trustee will sign each such report on behalf of the Trust. The Trustee will forward a copy of each such report to the Depositor promptly after such report has been filed with the SEC. The Trustee agrees to use its best commercial efforts to seek to terminate such filing obligation after the period during which such filings are required under the Securities Administrator Exchange Act of 1934. Promptly after filing a Form 15 or other applicable form with the SEC in connection with such termination, the Trustee shall furnish any other information that is required deliver to the Depositor a copy of such form together with copies of confirmations of receipt by the Code and regulations thereunder to be made available to SEC of each report filed therewith on behalf of the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsTrust Fund.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2000-2)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Master Servicer shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute file annual reports required by applicable state authorities, will file copies of this Agreement with the appropriate state authorities as may be required by applicable law, and will prepare and disseminate to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer (other than information that is derived solely from information provided by a Servicer).
(b) The Securities Administrator Master Servicer shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of the Trust Fund and each REMIC created hereunderFund, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorMaster Servicer, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K and thereafter the Master Servicer will prepare or cause to be prepared Form 10-Ks and Form 10-Qs (if necessary), or monthly current reports on Form 8-K, on behalf of the Trust Fund, as may be required by applicable law, for filing with the Securities and Exchange Commission (the "SEC"). The Securities Administrator shall furnish any other information that is required by Trustee will sign each such report on behalf of the Code and regulations thereunder to be made available to the CertificateholdersTrust. The Master Servicer shall cause will forward a copy of each such report to the Depositor promptly after such report has been filed with the SEC. The Master Servicer agrees to provide use its best efforts to seek to terminate such filing obligation after the period during which such filings are required under the Securities Administrator Exchange Act of 1934. Promptly after filing a Form 15 or other applicable form with the SEC in connection with such information as is necessary for termination, the Securities Administrator Master Servicer shall deliver to prepare the Depositor a copy of such reportsform together with copies of confirmations of receipt by the SEC of each report filed therewith on behalf of the Trust Fund.
Appears in 1 contract
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Securities Administrator’s control of the Securities Administrator as the Depositor may reasonably request in writing. The Securities Administrator shall furnish to the Trustee, and who shall distribute furnish to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders them (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 SS 4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Securities Administrator shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, (ii) a copy of each report made available by the Credit Risk Manager pursuant to Section 9.34 (provided each such report is made available to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements) and (iii) such other information as is required by the Rules and available to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements. Prior to January 30 in the first year as to which it has received prior instructions from the Depositor to do so, the Securities Administrator shall, in accordance with industry standards, prepare and file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Following the filing of a Form 15 Suspension Notification, if directed to do so by the Depositor, the Securities Administrator shall, at monthly intervals or such other less frequent intervals as are specified by the Depositor, file with the Commission via ▇▇▇▇▇ pursuant to Rule 424 under the Act (provided that such documents or other information (other than the statement to Certificateholders) are furnished by the Depositor to the Securities Administrator in a format compatible with ▇▇▇▇▇ filing requirements) a prospectus supplement that includes (i) a cover page, (ii) a copy of the statement to Certificateholders for the most recent Distribution Date, and (iii) such other information as is provided by the Depositor. Prior to March 30, 2005 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Securities Administrator shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification neither the Securities Administrator nor the Trustee shall be required to prepare or sign) and such other information as is required by the Rules. The Securities Administrator shall furnish any promptly send copies of each periodic report filed on Form 8-K or other information that is required by applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the Code acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and regulations thereunder to be made available to the CertificateholdersDepositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively. The Master Servicer shall cause each Servicer Depositor hereby grants to provide the Securities Administrator with such information as is necessary a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) and, if applicable, each prospectus supplement to be filed pursuant to Rule 424, on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items other than those specified in this section.
(d) If so requested, the Securities Administrator shall sign a certification (in the form attached hereto as Exhibit P) for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such reportsForm 10-K Certification (provided, however, that the Securities Administrator shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Investment Loan Trust 2004-9)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from Trustee arising out of or based upon any error in any of such tax or information returns directly resulting from arising out of or based upon errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderhereby, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Securities Administrator Trustee will file an IRS Form 8811 for all REMICs created hereunder. The Trustee shall furnish have no obligation to verify the information in any other information Form 8811 or Form SS-4 filing.
(c) Reports Filed on Form 10-D.
(i) Within 15 days after each Distribution Date (or, if applicable, within such shorter period of time as is required under the rules of the Commission as in effect from time to time (the “Rules”)) during each year in which the Trust Fund is subject to Exchange Act reporting requirements, the Trustee shall prepare and file on behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Trustee shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit Q-1 hereto, within five calendar days after the related Distribution Date, (A) certain parties to the L▇▇▇▇▇ XS Trust Mortgage Pass-Through Certificates, Series 2006-18N transaction shall be required to provide to the Trustee, to the extent known by a Responsible Officer thereof, in E▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to E▇▇▇▇ format), or in such other form as otherwise agreed upon by the Code Trustee and regulations thereunder such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, and included with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-D Disclosure, and (C) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(iii) After preparing the Form 10-D, the Trustee shall forward electronically a draft copy of the Form 10-D to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically distributed to the Depositor for review and approval. No later than two Business Days prior to the 15th calendar day after the related Distribution Date, a senior officer of the Exchange Act Signing Party shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be made amended, the Trustee will follow the procedures set forth in subsection (f)(ii) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. Each party to this Agreement acknowledges that the performance by the Trustee of its duties under this Section 6.20(c) related to the Certificateholderstimely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(c). The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.
(d) Reports Filed on Form 10-K.
(i) Unless and until a Form 15 suspension notice shall have been filed, on or prior to March 31 after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2007, the Trustee shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. To facilitate the Trustee’s preparation of the Form 10-K, the Depositor shall provide to the Trustee, no later than 30 days prior to the 10-K Filing Deadline, a template of the Form 10-K in an E▇▇▇▇-compatible format. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee within the applicable time frames set forth in this Agreement and in the Servicing Agreement and the Custodial Agreement, (A) an annual compliance statement for the Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in the Servicing Agreement, (B)(I) the annual reports on assessment of compliance with servicing criteria for the Servicer, the Custodian, each Additional Servicer, the Master Servicer, any Servicing Function Participant, the Paying Agent (if other than the Trustee) and the Trustee (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in the Servicing Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (C)(I) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in the Servicing Agreement and Custodial Agreement and (II) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (D) a S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Any disclosure or information in addition to (A) through (D) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit Q-2 hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2007, (A) certain parties to the L▇▇▇▇▇ XS Trust Mortgage Pass-Through Certificates, Series 2006-18N transaction shall be required to provide to the Trustee, to the extent known by a Responsible Officer thereof, in E▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to E▇▇▇▇ format), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-K Disclosure, and (C) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Q-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
(iii) After preparing the Form 10-K, the Trustee shall forward electronically a draft copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange Act Signing Party shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee will follow the procedures set forth in subsection (f) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-K. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 6.20(d) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(d), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(iv) Each Form 10-K shall include the S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. The Trustee, the Paying Agent and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Trustee, the Paying Agent and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification (the “Certifying Person”), by March 15 of each Servicer year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), in the form attached hereto as Exhibit T (or, in the case of (x) the Paying Agent (if other than the Trustee), such other form as agreed to between the Paying Agent and the Exchange Act Signing Party, and (y) the Trustee, the form attached hereto as Exhibit U), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Securities Administrator Certifying Person pursuant to this Section 6.20(d)(iv) with respect to the period of time it was subject to this Agreement.
(v) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
(e) Reports Filed on Form 8-K.
(i) During any year in which the Trust Fund is subject to Exchange Act reports, within four Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”) or such later date as may be required by the Commission, and if requested by the Depositor, the Trustee shall prepare and file on behalf of the Trust Fund any Form 8-K, as required by the Exchange Act; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraphs and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph.
(ii) As set forth on Exhibit Q-3 hereto, for so long as the Trust Fund is necessary for subject to the Securities Administrator Exchange Act reporting requirements, no later than Noon New York City time on the 2nd Business Day after the occurrence of a Reportable Event (A) certain parties to prepare such reports.the L▇▇▇▇▇ XS Trust Mortgage Pass-Through Certificates, Series 2006-18N transac
Appears in 1 contract
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderhereby, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer, the Trustee and the Depositor. The Trustee will file an IRS Form 8811. The Trustee shall have no obligation to verify the information in any form 881 or form SS-4 filings.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities Administrator shall furnish any and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, and (ii) such other information that as is required by the Code Rules.
(d) Unless the Trustee receives written notice prior to January 30, 2005, the Trustee shall, in accordance with industry standards, prepare and regulations thereunder file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable.
(e) If so directed by the Depositor, the Trustee shall, at monthly intervals or such other less frequent intervals as are specified by the Depositor, file with the Commission via ▇▇▇▇▇ pursuant to Rule 424 under the Act a prospectus supplement to be made available prepared by the Depositor in ▇▇▇▇▇ accessible format that includes (i) a cover page in the form provided by the Depositor, (ii) a copy of the statement to the Certificateholders. The Master Servicer shall cause each Servicer to provide Certificateholders for the Securities Administrator with most recent Distribution Date, and (iii) such other information as is provided by the Depositor.
(f) Prior to March 30, 2005 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. Each Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) and such other information as is required by the Rules.
(g) The Trustee shall promptly send copies of each periodic report filed on Form 8-K or other applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and to the Depositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively.
(h) The Trustee shall not have any liability for any duty in filing the Form 10-K or Form 10-K Certification due to failure of any party to timely sign such Form 10-K or Form 10-K Certification. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) and, if applicable, each prospectus supplement to be filed pursuant to Rule 424, on behalf of the Depositor. To the extent that any certification pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended, or any similar certification which may be required to be filed with any Form 8-K, the Depositor shall designate the appropriate party to sign such certification (which shall not be the Trustee). Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section.
(i) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit M for the Securities Administrator benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to prepare undertake an analysis of, and shall have no responsibility for any financial information, the accountant’s report, certification or other materials contained therein, except for those computations prepared by the Trustee and reflected in the distribution report. Nothing in this Section 6.20(d) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit M.
(j) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 1 contract
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s Trustee's possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of the Trust Fund and each REMIC created hereunderhereby, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Securities Administrator Trustee will file an IRS Form 8811 for all REMICs created hereunder. The Trustee shall furnish have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, the Trustee will prepare and file current reports on Form 8-K in respect of the Trust at the direction of the Depositor, provided, that, the Depositor or the Master Servicer shall have timely notified the Trustee of an item reportable on a Form 8-K (unless such item is specific to the Trustee, in which case the Trustee will be deemed to have notice) and shall have delivered to the Trustee no later than two Business Days prior to the filing deadline for such Form 8-K, all information, signatures, data, and exhibits required to be provided or filed with such Form 8-K. The Trustee shall not be responsible for determining what information is required to be filed on a Form 8-K in connection with the transactions contemplated by this Agreement (unless such information is specific to the Trustee, in which case the Trustee will be responsible for making such a determination) or what events shall cause a Form 8-K to be required to be filed (unless such event is specific to the Trustee, in which case the Trustee will be responsible for causing such Form 8-K to be filed) and shall not be liable for any late filing of a Form 8-K in the event that it does not receive all information, data, signatures and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline.
(d) Within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Commission as in effect from time to time (the "Rules")) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), and the Master Servicer shall sign, a Form 10-D that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, and (ii) such other information as is required by Form 10-D, including, but not limited to, the information required by Item 1121 (ss. 229.1121) of Regulation AB; provided that such information is provided to the Trustee no later than the first Business Day immediately following the related Determination Date. The Trustee shall not be responsible for determining what information is required to be filed on Form 10-D (other than such information as is specific to the Trustee, in which case the Trustee will be responsible for making such determination) or for any filing that is not made on a timely basis in accordance with Regulation AB in the event that such information is not delivered to the Trustee on or prior to the first Business Day prior to the applicable filing deadline.
(e) Unless the Trustee receives written notice to the contrary prior to January 30, 2006, the Trustee shall, in accordance with industry standards, prepare and file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable.
(f) Prior to March 30, 2007 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Trustee shall, in substance conforming to industry standards and the Rules, prepare and file (but will not execute) a Form 10-K, and the Master Servicer shall sign such Form 10-K, with respect to the Trust Fund.
(g) Each Form 10-K shall include (w) the certification required pursuant to Rule 13a-14 under the Exchange Act), as amended (the "Form 10-K Certification") signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) (x) the annual assessments of compliance delivered by the Trustee, the Master Servicer, each Servicer, each Subservicer, each Subcontractor and each Custodian pursuant to this Agreement, the Servicing Agreements and the Custodial Agreements, (y) the related public accounting firm attestation reports and (z) such other information as is required by the Code Rules and regulations thereunder Regulation AB. If any party's report on assessment of compliance with the Servicing Criteria required by clause (x) in the immediately preceding sentence, or the related public accounting firm attestation report required by clause (y) in the immediately preceding sentence, identifies any material instance of noncompliance with the Servicing Criteria, the Trustee shall identify the material instance of noncompliance in such report in the Form 10-K; and in the event that the Trustee is unable to include any report required by either clause (x) or (y) in the immediately preceding sentence in the Form 10-K, the Trustee shall disclose such fact in the Form 10-K together with an explanation as to why such report is not included as an exhibit to the Form 10-K. The Trustee shall have no liability for any delay in filing the Form 10-D, Form 8-K or Form 10-K Certification due to the failure of any party to sign such Form 10-D, Form -K or Form 10-K Certification. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section. The Trustee shall not be responsible for determining what information is required to be made available filed on Form 10-K in connection with the transactions contemplated by this Agreement and shall not be liable for any late filing of a Form 10-K or for the expense of filing an amendment to a Form 10-K in the event that it does not receive the documents required to be delivered to it in accordance with Sections 9.25, 9.26 or this Section 6.20 or it receives an executed copy of the Form 10-K from the Depositor later than the times set forth herein.
(h) The Trustee shall promptly send copies of each periodic report filed on Form 8-K, Form 10-D or other applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and to the CertificateholdersDepositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively.
(i) The Trustee shall not have any liability for any duty in filing the Form 10-K or Form 10-K Certification due to failure of any party to timely sign such Form 10-K or Form 10-K Certification. To the extent that any certification pursuant to Rule 13a-14 under the Exchange Act, or any similar certification which may be required to be filed with any Form 8-K, the Depositor shall designate the appropriate party to sign such certification (which shall not be the Trustee). The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section.
(j) The Trustee shall sign a certification (in the form attached hereto as Exhibit M) for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to undertake an analysis of, and shall have no responsibility for, any financial information, accountant's report, certification or other matter contained therein, except any information, report or certification delivered by the Trustee pursuant to Section 6.21 or for computations performed by the Trustee and reflected in distribution reports), which certification shall be delivered to such Person(s) not later than five Business Days prior to the date on which the Form 10-K is required to be filed with the Commission.
(k) If so requested, the Master Servicer shall cause each sign a certification for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Master Servicer shall not be required to provide undertake an analysis of the Securities Administrator accountant's report attached as an exhibit to the Form 10-K).
(l) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such information as is necessary for certification, other than any liability or expense attributable to such Person's own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the Securities Administrator to prepare resignation or removal of such reportsPerson.
Appears in 1 contract
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each of REMIC created hereunderhereby, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities Administrator and Exchange Commission (the “Commission”) via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2004, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2004, the Trustee shall furnish any other information that is file (but will not execute) a Form 10-K, in substance conforming to industry standards applicable to the Certificates, with respect to the Trust Fund. The Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to sign). The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Code Trustee from the Depositor of written termination of such power of attorney and regulations thereunder (ii) the termination of the Trust Fund. The Depositor agrees to be made available promptly furnish to the CertificateholdersTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file with the Commission. The Master Servicer Trustee shall cause each Servicer have no responsibility to provide file any items other than those specified in this section.
(d) If so requested, the Securities Administrator Trustee shall sign a certification (in the form attached hereto as Exhibit P for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such information as is necessary for certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the Securities Administrator to prepare resignation or removal of such reportsPerson.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pass-THR Certs Ser 2004-Gel1)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Securities Administrator’s control of the Securities Administrator as the Depositor may reasonably request in writing. The Securities Administrator shall furnish to the Trustee, and who shall distribute furnish to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders them (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities and Exchange Commission (the “Commission”) after each Distribution Date, the Securities Administrator shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (E▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date and a copy of each report made available by the Credit Risk Manager pursuant to Section 9.34, each as an exhibit thereto. Prior to January 30, 2005, unless otherwise directed by the Depositor, the Securities Administrator shall, in accordance with industry standards, prepare and file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2005, the Securities Administrator shall file (but will not execute) a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification neither the Securities Administrator nor the Trustee shall be required to prepare or sign). The Securities Administrator shall furnish any other information that is required by send copies of each filed Form 8-K, Form 15 and Form 10-K, together with the Code acceptance confirmation receipt from E▇▇▇▇, to M▇▇▇▇ ▇▇▇▇▇▇ LLP, 1▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ and regulations thereunder to be made available to the CertificateholdersDepositor at the address specified in Section 11.07, in each case, to the attention of a designated contact specified by each of M▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively. The Master Servicer shall cause each Servicer Depositor hereby grants to provide the Securities Administrator with such information as is necessary for a limited power of attorney to execute and file each Form 8-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items other than those specified in this section.
(d) If so requested, the Securities Administrator shall sign a certification (in the form attached hereto as Exhibit Q) for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such reportsForm 10-K Certification (provided, however, that the Securities Administrator shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Investment Loan Trust 2004-6)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderREMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, Trustee upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities Administrator and Exchange Commission (the “Commission”) via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2004, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2004, the Trustee shall furnish any other information that is file (but will not execute) a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the “Form 10-K Certification”) signed by an appropriate party or parties designated by the Code and regulations thereunder Depositor (which Form 10-K Certification the Trustee shall not be required to be made available sign). The Trustee shall have no liability for any delay in filing the Form 10-K due to the Certificateholdersfailure of such party to timely sign the Form 10-K Certification. The Master Servicer Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor (other than the Form 10-K and the related Form 10-K Certification). Such power of attorney shall cause each Servicer continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to provide promptly furnish to the Securities Administrator Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section.
(d) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit P for the benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K).
(e) Each Person (including its officers and directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for the related Distribution Date for any liability or expense incurred by it in connection with such information as is necessary for certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the Securities Administrator to prepare resignation or removal of such reportsPerson.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pas THR Certs Ser 2003-16)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s Trustee's possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute for distribution to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of the Trust Fund and each REMIC created hereunder, hereunder an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, Trustee upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities Administrator and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2003, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2003, the Trustee shall furnish any other information that is required file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Code Trustee from the Depositor of written termination of such power of attorney and regulations thereunder (ii) the termination of the Trust Fund. The Depositor agrees to be made available promptly furnish to the CertificateholdersTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Master Servicer Trustee shall cause each Servicer have no responsibility to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsfile any items other than those specified in this section.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Securities Corp Mort Pas THR Ce Se 2002 17)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderREMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer, the Trustee and the Depositor. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities Administrator and Exchange Commission (the “Commission”) via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2003, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2003, the Trustee shall furnish any other information that is required file (but will not execute) a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Code Trustee from the Depositor of written termination of such power of attorney and regulations thereunder (ii) the termination of the Trust Fund. The Depositor agrees to be made available promptly furnish to the CertificateholdersTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. In addition, the Form 10-K shall include the certification required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended (the “Form 10-K Certification”) signed by an appropriate party or parties designated by the Depositor (which Form 10-K Certification the Trustee shall not be required to sign). The Master Servicer Trustee shall cause each Servicer have no liability for any delay in filing the Form 10-K due to provide the Securities Administrator failure of such party to timely sign the Form 10-K Certification. The Trustee shall have no responsibility to file any items other than those specified in this section.
(d) Each Person (including its officers and directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for the related Distribution Date for any liability or expense incurred by it in connection with such information as is necessary for certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the Securities Administrator to prepare resignation or removal of such reportsPerson.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2002-24)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator Trustee shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Depositor. .
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 10 days (or, if applicable, within such shorter period of time as is required under the rules of the Securities Administrator shall furnish any and Exchange Commission (the “Commission”) as in effect from time to time (the “Rules”)) following each Distribution Date, the Trustee shall, in accordance with industry standards and the Rules, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K (or such other form as is prescribed by the Rules) that includes (i) a copy of the statement to the Certificateholders for such Distribution Date, (ii) a copy of each report made available by the Credit Risk Manager pursuant to Section 9.34 and (iii) such other information that as is required by the Code Rules.
(d) Prior to January 30 in the first year unless it has received prior instructions from the Depositor not to do so, the Trustee shall, in accordance with industry standards, prepare and regulations thereunder to be made available file a Form 15 Suspension Notification with respect to the CertificateholdersTrust Fund, if applicable.
(e) Prior to March 30, 2006 and, unless and until a Form 15 Suspension Notification shall have been filed, on or prior to March 30 of each year thereafter, the Trustee shall file (but will not execute) a Form 10-K, in substance conforming to industry standards and complying with the Rules, with respect to the Trust Fund. The Master Servicer Each Form 10-K shall cause each Servicer include the certification required pursuant to provide Rule 13a-14 under the Securities Administrator with and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form 10-K Certification”) signed by an appropriate party or parties (which Form 10-K Certification the Trustee shall not be required to prepare or sign) and such other information as is required by the Rules.
(f) The Trustee shall promptly send copies of each periodic report filed on Form 8-K or other applicable form, each annual report on Form 10-K, and each Form 15 Suspension Notification, together in each case with the acceptance confirmation receipt from ▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and to the Depositor (i) by e-mail to the e-mail addresses provided in writing by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, and to the Depositor at the address specified in Section 11.07, in each case to the attention of a designated contact specified by each of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP and the Depositor, respectively.
(g) The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each Form 8-K (or other applicable form for filing of periodic reports) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this section. The Depositor agrees to cooperate with the Trustee and its counsel to assist the Trustee in delivering the form of documentation to be attached to any Form 8-K.
(h) If so requested, the Trustee shall sign a certification (in the form attached hereto as Exhibit Q for the Securities Administrator benefit of the Person(s) signing the Form 10-K Certification regarding certain aspects of such Form 10-K Certification (provided, however, that the Trustee shall not be required to prepare undertake an analysis of the accountant’s report nor shall it have any responsibility for any financial information or other matter contained therein, except for computations prepared by the Trustee and reflected in distribution reports. Nothing in this Section 6.20(h) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit Q.
(i) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such reportscertification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
Appears in 1 contract
Sources: Trust Agreement (SASCO Mortgage Loan Trust Series 2005-Gel2)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s 's possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute forward to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer except to the extent that such information was provided in reasonable reliance upon information from any Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of the Trust Fund and each REMIC created hereunder, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Depositor. The Securities Administrator shall furnish any other information that is required by the Code and regulations thereunder to be made available to the Certificateholders. The Master Servicer shall cause each Servicer to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reports.application
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-8ar)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from Trustee arising out of or based upon any error in any of such tax or information returns directly resulting from arising out of or based upon errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderhereby, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Securities Administrator Trustee will file an IRS Form 8811 for all REMICs created hereunder. The Trustee shall furnish have no obligation to verify the information in any other information Form 8811 or Form SS-4 filing.
(c) Reports Filed on Form 10-D.
(i) Within 15 days after each Distribution Date (or, if applicable, within such shorter period of time as is required under the rules of the Commission as in effect from time to time (the “Rules”)) during each year in which the Trust Fund is subject to Exchange Act reporting requirements, the Trustee shall prepare and file on behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Trustee shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit Q-1 hereto, within five calendar days after the related Distribution Date, (A) certain parties to the GreenPoint Mortgage Funding Trust Mortgage Pass-Through Certificates, Series 2006-AR8 transaction shall be required to provide to the Trustee, to the extent known by a Responsible Officer thereof, in E▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to E▇▇▇▇ format), or in such other form as otherwise agreed upon by the Code Trustee and regulations thereunder such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, and included with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-D Disclosure, and (C) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(iii) After preparing the Form 10-D, the Trustee shall forward electronically a draft copy of the Form 10-D to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically distributed to the Depositor for review and approval. No later than two Business Days prior to the 15th calendar day after the related Distribution Date, a senior officer of the Exchange Act Signing Party shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be made amended, the Trustee will follow the procedures set forth in subsection (f)(ii) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. Each party to this Agreement acknowledges that the performance by the Trustee of its duties under this Section 6.20(c) related to the Certificateholderstimely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(c). The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.
(d) Reports Filed on Form 10-K.
(i) Unless and until a Form 15 suspension notice shall have been filed, on or prior to March 31 after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2007, the Trustee shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. To facilitate the Trustee’s preparation of the Form 10-K, the Depositor shall provide to the Trustee, no later than 30 days prior to the 10-K Filing Deadline, a template of the Form 10-K in an E▇▇▇▇-compatible format. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee within the applicable time frames set forth in this Agreement and in the Servicing Agreement and the Custodial Agreement, (A) an annual compliance statement for the Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in the Servicing Agreement, (B)(I) the annual reports on assessment of compliance with servicing criteria for the Servicer, the Custodian, each Additional Servicer, the Master Servicer, any Servicing Function Participant, the Paying Agent (if other than the Trustee) and the Trustee (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in the Servicing Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (C)(I) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in the Servicing Agreement and Custodial Agreement and (II) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (D) a S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Any disclosure or information in addition to (A) through (D) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit Q-2 hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2007, (A) certain parties to the GreenPoint Mortgage Funding Trust Mortgage Pass-Through Certificates, Series 2006-AR8 transaction shall be required to provide to the Trustee, to the extent known by a Responsible Officer thereof, in E▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to E▇▇▇▇ format), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-K Disclosure, and (C) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Q-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
(iii) After preparing the Form 10-K, the Trustee shall forward electronically a draft copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange Act Signing Party shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee will follow the procedures set forth in subsection (f) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-K. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 6.20(d) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(d), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(iv) Each Form 10-K shall include the S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. The Trustee, the Paying Agent and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Trustee, the Paying Agent and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification (the “Certifying Person”), by March 15 of each Servicer year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), in the form attached hereto as Exhibit T (or, in the case of (x) the Paying Agent (if other than the Trustee), such other form as agreed to between the Paying Agent and the Exchange Act Signing Party, and (y) the Trustee, the form attached hereto as Exhibit U), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Securities Administrator Certifying Person pursuant to this Section 6.20(d)(iv) with respect to the period of time it was subject to this Agreement.
(v) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
(e) Reports Filed on Form 8-K.
(i) During any year in which the Trust Fund is subject to Exchange Act reports, within four Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”) or such later date as may be required by the Commission, and if requested by the Depositor, the Trustee shall prepare and file on behalf of the Trust Fund any Form 8-K, as required by the Exchange Act; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraphs and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph.
(ii) As set forth on Exhibit Q-3 hereto, for so long as the Trust Fund is necessary for subject to the Securities Administrator Exchange Act reporting requirements, no later than Noon New York City time on the 2nd Business Day after the occurrence of a Reportable Event (A) certain parties to prepare such reports.the GreenPoint Mortgage Funding Trust Mortgage Pass-Through Certificates
Appears in 1 contract
Sources: Trust Agreement (GreenPoint Mortgage Funding Trust 2006-Ar8)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Trustee notifies the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s 's possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to the Trustee for distribution to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute disseminate to the Trustee for distribution to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorAdministrator and the Trustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of each of the Trust Fund Lower Tier REMIC and each REMIC created hereunderUpper Tier REMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as requiredSS-4. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer, the Trustee and the Depositor. The Securities Administrator will file an IRS Form 8811.
(c) The Depositor shall furnish any other information that is prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Depositor shall, in accordance with industry standards, file with the Securities and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (EDGAR), a Form 8-K with a copy of the statement to the Certificatehol▇▇▇▇ for such Distribution Date as an exhibit thereto. Prior to January 31, 2003, the Depositor shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to January 31, 2003, the Depositor shall file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Depositor shall be responsible for preparing all filings and certificates required by the Code and regulations thereunder Sarbanes-Oxley Act of 2002. Each of the Securities Administrator, the ▇▇▇▇▇▇▇ ▇▇▇ ▇he Master Servicer agrees to be made available promptly furnish to the Certificateholders. The Master Servicer shall cause each Servicer Depositor, from time to provide time upon request, certifications as to such further information, reports, and financial statements within its control related to this Agreement and the Securities Administrator with such information Mortgage Loans as is necessary for the Securities Administrator Depositor reasonably deems appropriate to prepare such reportsand file all necessary reports with the Commission.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Sequoia Residential Funding Inc)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Securities Administrator’s control of the Securities Administrator as the Depositor may reasonably request in writing. The Securities Administrator shall furnish to the Trustee, and who shall distribute furnish to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders them (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as required. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Trustee and the Depositor. The Trustee shall have no obligation to verify the information in any Form 8811 or Form SS-4 filing.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, the Securities Administrator shall, in accordance with industry standards and the rules of the Commission as in effect from time to time (the “Rules”), prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (“▇▇▇▇▇”), the reports listed in subsections (d) through (f) of this Section 6.20 in respect of the Trust Fund as and to the extent required under the Exchange Act.
(d) Reports Filed on Form 10-D.
(i) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Securities Administrator shall prepare and file on behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Securities Administrator shall furnish any other information that is required file each Form 10-D with a copy of the related Distribution Date Statement and a copy of each report made available by the Code and regulations thereunder Credit Risk Manager pursuant to be Section 9.34 (provided each such report is made available to the CertificateholdersSecurities Administrator in a format compatible with ▇▇▇▇▇ filing requirements) attached thereto. The Master Servicer Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall cause each Servicer be determined and prepared by and at the direction of the Depositor pursuant to provide the following paragraph and the Securities Administrator with such information will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as is necessary for set forth in the next paragraph.
(ii) As set forth on Exhibit P-1 hereto, within five calendar days after the related Distribution Date, (A) certain parties to the Structured Asset Investment Loan Trust 2006-3 transaction shall be required to provide to the Securities Administrator and the Depositor, to the extent known by a responsible officer thereof, in ▇▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to ▇▇▇▇▇ format), or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, and include with such Additional Form 10-D Disclosure Notification in the form attached hereto as Exhibit P-4, and (B) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(iii) After preparing the Form 10-D, the Securities Administrator shall forward electronically a copy of the Form 10-D to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically distributed to the Depositor for review and approval. No later than two Business Days prior to the 15th calendar day after the related Distribution Date, a duly authorized representative of the Exchange Act Signing Party shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Securities Administrator will follow the procedures set forth in subsection (g)(ii) of this Section 6.20. Promptly (but no later than one Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-D filed by the Securities Administrator. Each party to this Agreement acknowledges that the performance by the Securities Administrator of its duties under this Section 6.20(d) related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(d). The Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.
(iv) Form 10-D requires the registrant to indicate (by checking "yes" or "no") that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Securities Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Securities Administrator in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
(e) Reports Filed on Form 10-K.
(i) Within 90 days after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2007, the Securities Administrator shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Securities Administrator within the applicable time frames set forth in this Agreement and in the related Servicing Agreements and Custodial Agreement, (A) an annual compliance statement for each Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in each Servicing Agreement, (B)(I) the annual reports on assessment of compliance with servicing criteria for each Servicer, the Custodian, each Additional Servicer, the Master Servicer, the Credit Risk Manager, any Servicing Function Participant, the Paying Agent and the Securities Administrator (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in each Servicing Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in any Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the any Servicing Agreement or Custodial Agreement is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (C)(I) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in each Servicing Agreement and Custodial Agreement and (II) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in any Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (D) a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Any disclosure or information in addition to (A) through (D) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit P-2 hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2007, (A) certain parties to the Structured Asset Investment Loan Trust 2006-3 transaction shall be required to provide to the Securities Administrator and the Depositor, to the extent known by a responsible officer thereof, in ▇▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to ▇▇▇▇▇ format), or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit P-4, and (B) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit P-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
(iii) After preparing the Form 10-K, the Securities Administrator shall forward electronically a copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a duly authorized representative of the Exchange Act Signing Party shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in subsection (g) of this Section 6.20. Promptly (but no later than one Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-K filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 6.20(e) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(e), Section 9.25(a), Section 9.25(b) and Section 9.26. The Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(iv) Each Form 10-K shall include the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. The Securities Administrator, the Paying Agent and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Securities Administrator, the Paying Agent and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification (the “Certifying Person”), by March 15 of each year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), in the form attached hereto as Exhibit Q-1 (or, in the case of (x) the Paying Agent, such other form as agreed to between the Paying Agent and the Exchange Act Signing Party, and (y) the Securities Administrator, the form attached hereto as Exhibit Q-2), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Securities Administrator, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 6.20(e)(iv) with respect to the period of time it was subject t
Appears in 1 contract
Sources: Trust Agreement (Sail 2006-3)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderhereby, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Securities Administrator Trustee will file an IRS Form 8811 for all REMICs created hereunder. The Trustee shall furnish have no obligation to verify the information in any other information Form 8811 or Form SS-4 filing.
(c) Reports Filed on Form 10-D.
(i) Within 15 days after each Distribution Date (or, if applicable, within such shorter period of time as is required under the rules of the Commission as in effect from time to time (the “Rules”)), the Trustee shall prepare and file on behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Trustee shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit Q-1 hereto, within five calendar days after the related Distribution Date, (A) certain parties to the L▇▇▇▇▇ XS Trust Mortgage Pass-Through Certificates, Series 2006-4N transaction shall be required to provide to the Trustee, to the extent known by a responsible officer thereof, in E▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to E▇▇▇▇ format), or in such other form as otherwise agreed upon by the Code Trustee and regulations thereunder such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, and included with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-D Disclosure, and (C) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(iii) After preparing the Form 10-D, the Trustee shall forward electronically a draft copy of the Form 10-D to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically distributed to the Depositor for review and approval. No later than two Business Days prior to the 15th calendar day after the related Distribution Date, a senior officer of the Exchange Act Signing Party shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be made amended, the Trustee will follow the procedures set forth in subsection (f)(ii) of this Section 6.20. Promptly (but no later than one Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. Each party to this Agreement acknowledges that the performance by the Trustee of its duties under this Section 6.20(c) related to the Certificateholderstimely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(c). The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.
(d) Reports Filed on Form 10-K.
(i) Unless and until a Form 15 suspension notice shall have been filed, on or prior to March 31 after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2007, the Trustee shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee within the applicable time frames set forth in this Agreement and in the Servicing Agreement and the Custodial Agreement, (A) an annual compliance statement for the Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in the Servicing Agreement, (B)(I) the annual reports on assessment of compliance with servicing criteria for the Servicer, the Custodian, each Additional Servicer, the Master Servicer, any Servicing Function Participant, the Paying Agent (if other than the Trustee) and the Trustee (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in the Servicing Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (C)(I) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in the Servicing Agreement and Custodial Agreement and (II) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (D) a S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Any disclosure or information in addition to (A) through (D) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit Q-2 hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2007, (A) certain parties to the L▇▇▇▇▇ XS Trust Mortgage Pass-Through Certificates, Series 2006-4N transaction shall be required to provide to the Trustee, to the extent known by a responsible officer thereof, in E▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to E▇▇▇▇ format), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-K Disclosure, and (C) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Q-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
(iii) After preparing the Form 10-K, the Trustee shall forward electronically a draft copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange Act Signing Party shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee will follow the procedures set forth in subsection (f) of this Section 6.20. Promptly (but no later than one Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-K. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 6.20(d) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(d), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(iv) Each Form 10-K shall include the S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. The Trustee, the Paying Agent and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Trustee, the Paying Agent and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification (the “Certifying Person”), by March 15 of each Servicer year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), in the form attached hereto as Exhibit T (or, in the case of the Trustee and the Paying Agent, such other form as agreed to between the Trustee, the Paying Agent and the Exchange Act Signing Party), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 6.20(d)(iv) with respect to the period of time it was subject to this Agreement.
(v) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
(e) Reports Filed on Form 8-K.
(i) Within four Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”) or such later date as may be required by the Commission, and if requested by the Depositor, the Trustee shall prepare and file on behalf of the Trust Fund any Form 8-K, as required by the Exchange Act; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraphs and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph.
(ii) As set forth on Exhibit Q-3 hereto, for so long as the Trust Fund is subject to the Exchange Act reporting requirements, no later than Noon New York City time on the 2nd Business Day after the occurrence of a Reportable Event (A) certain parties to the L▇▇▇▇▇ XS Trust Mortgage Pass-Through Certificates, Series 2006-4N transaction shall be required to provide to the Securities Administrator Trustee, to the extent known by a responsible officer thereof, in E▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to E▇▇▇▇ format), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and include with such information Form 8-K Disclosure Information, an Additional Disclosure Notification in the form attached hereto as is necessary for Exhibit Q-4, (B) the Securities Administrator to prepare such reports.Trustee shall forward t
Appears in 1 contract
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare in accordance with the provisions of Article X, or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare, to the extent that they are familiar with applicable state requirements, and will file, annual reports (other than tax returns), if any, required by applicable state authorities, will file copies of this Agreement with the appropriate state authorities as may be required by applicable law, and will prepare and distribute disseminate to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of the Trust Fund each of REMIC 1, REMIC 2 and each REMIC created hereunder3, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodmethod and will also file the IRS form 8811. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward copies of such notices to the Depositor.
(c) Within 15 days after each Distribution Date, the Trustee shall file with the Commission via the Electronic Data Gathering and Retrieval System (EDGAR), a Form 8-K with a copy of the statement to the Certificateh▇▇▇▇▇s for such notice Distribution Date as an exhibit thereto. Prior to January 30, 2002, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2002, the Trustee shall prepare or cause to be prepared Form 10-Ks and Form 10-Qs (if necessary), or monthly reports on Form 8-K, in substance conforming to industry standards, on behalf of the Trust Fund as may be required by applicable law, for filing with the Securities and Exchange Commission (the "SEC"). The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. The Securities Administrator Such power of attorney shall furnish any other information that is required continue until either the earlier of (i) receipt by the Code Trustee from the Depositor of written termination of such power of attorney and regulations thereunder (ii) the termination of the Trust Fund. The Depositor agrees to be made available promptly furnish to the CertificateholdersTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Master Servicer shall cause each Servicer Trustee agrees to provide use its best commercial efforts to seek to terminate such filing obligations after the period during which such filings are required under the Securities Administrator with such information as is necessary for the Securities Administrator and Exchange Act of 1934. The Trustee shall have no responsibility to prepare such reportsfile any items other than those specified in this section.
Appears in 1 contract
Sources: Trust Agreement (Amortizing Resi Collateral Tr Mort Pas Thru Cer Ser 2001-Bc1)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator shall prepare returns and file such appropriate state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s Trustee's possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute forward to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute disseminate to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer (other than information that is derived solely from information provided by any Servicer).
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of the Trust Fund and each REMIC created hereunderREMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for the REMIC, shall upon request promptly forward a copy copies of such notice to the Master Servicer and the Depositor. The Trustee will file an IRS Form 8811.
(c) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Securities Administrator and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2003, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust, if applicable. Prior to March 31, 2003, the Trustee shall furnish any other information that is required file a Form 10-K, in substance conforming to industry standards, with respect to the Trust. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Code Trustee from the Depositor of written termination of such power of attorney and regulations thereunder (ii) the termination of the Trust Fund. The Depositor agrees to be made available promptly furnish to the CertificateholdersTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Master Servicer Trustee shall cause each Servicer have no responsibility to provide the Securities Administrator with such information as is necessary for the Securities Administrator to prepare such reportsfile any items other than those specified in this section.
Appears in 1 contract
Sources: Trust Agreement (Thornburg Mortgage Sec Tr 2002-1 MRT Ln Ps THR CRT Sr 2002-1)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing Trustee determines that a state tax return or other return is required, then, at the its sole expense of the Trust Fundexpense, the Securities Administrator Trustee shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the Trustee’s control of the Securities Administrator as the Depositor may reasonably request in writing, and . The Trustee shall distribute furnish to each Certificateholder Certificateholder, such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders them (other than any Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law1099s). The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from or arising out of errors in the information provided by such Master Servicer. In addition, the Trustee shall prepare, sign and file all of the tax returns in respect of the grantor trusts referred to in Section 11.15. The expenses of preparing and filing such returns shall be borne by the Trustee without any right of reimbursement therefor.
(b) The Securities Administrator Trustee shall treat each of the Supplemental Prepayment Trust, if any, and the grantor trust described in Section 11.15, as a WHFIT that is a WHMT. The Trustee shall report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Trustee to do so is provided to the Trustee on a timely basis. For this purpose, the Trustee may assume that DTC is the only middleman listed as the registered Holder for the related Certificates. The Trustee shall not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of the Depositor incorrectly determining the status of the Supplemental Prepayment Trust as a WHFIT. 103 The Trustee shall report required WHFIT information using the accrual method. The Trustee shall make available WHFIT information to holders annually. In addition, the Trustee shall not be responsible or liable for providing subsequently amended, revised or updated information to any holder, unless requested by the holder. The Trustee shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Trustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year. Each owner of Certificate representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such Certificate, will be deemed to have agreed to provide the Trustee with information regarding any sale of such Certificate, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Trustee may assume there is no secondary market trading of WHFIT interests. To the extent required by the WHFIT Regulations, the Trustee shall use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Trustee shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Trustee shall use a reasonable identifier number in lieu of a CUSIP. The Trustee shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information
(c) The Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderof the REMICs specified in the Preliminary Statement, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator Trustee shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon request promptly forward a copy of such notice to the Depositor. The Securities Administrator Trustee shall furnish have no obligation to verify the information in any other information Form 8811 or Form SS-4 filing.
(d) The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Thereafter, the Trustee shall, in accordance with industry standards and the rules of the Commission as in effect from time to time (the “Rules”), prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (“EDGA▇”), the reports listed in subsections (d) through (f) of this Section 6.20 in respect of the Trust Fund as and to the extent required under the Exchange Act.
(e) Reports Filed on Form 10-D.
(i) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Trustee shall prepare and file on behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Trustee shall file each Form 10-D with a copy of the related Distribution Date Statement. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit L-1 hereto, within five calendar days after the related Distribution Date, (A) certain parties to the transaction contemplated hereby shall be required to provide to the Trustee and the Depositor, to the extent known by a responsible officer (or with respect to the Trustee, Responsible Officer) thereof, in EDGA▇-▇▇▇patible form (which may be Word or Excel documents easily convertible to EDGA▇ ▇▇▇mat), or in such other form as otherwise agreed upon by the Code Trustee and regulations thereunder such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, and include with such Additional Form 10-D Disclosure Notification in the form attached hereto as Exhibit L-4, and (B) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Sponsor will be made responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(iii) After preparing the Form 10-D, the Trustee shall forward electronically a copy of the Form 10-D to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically distributed to the Depositor for review and approval. The Trustee will make available to the CertificateholdersExchange Act Signing Party the monthly statement to certificateholders containing the information with respect to exchanges required to be included in such report for each Distribution Date and the Exchange Act Signing Party shall have the right to ask the Trustee reasonable questions regarding any information reported in a certificateholder statement regarding any exchange. The Exchange Act Signing Party shall have the right to rely on any such information provided to it by the Trustee. No later than two Business Days prior to the 15th calendar day after the related Distribution Date, a duly authorized representative of the Exchange Act Signing Party shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in subsection (g)(ii) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D prepared and filed by the Trustee. Each party to this Agreement acknowledges that the performance by the Trustee of its duties under this Section 6.20(d) related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(d). The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. 105
(iv) Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of filing of each report on Form 10-D with respect to the Trust Fund, the Depositor shall be deemed to represent to the Trustee that as of such date the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Trustee in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Trustee shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
(f) Reports Filed on Form 10-K.
(i) Within 90 days after the end of each fiscal year of the Trust Fund for which the Trust Fund is subject to Exchange Act reporting requirements or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2008, the Trustee shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. To facilitate the Trustee's preparation of the Form 10-K, the Depositor shall provide to the Trustee, no later than 30 days prior to the 10-K Filing Deadline, a template of the Form-10K in an Edga▇-▇▇▇patible format. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee within the applicable time frames set forth in this Agreement and in the related Servicing Agreements and Custodial Agreement, (A) an annual compliance statement for each Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in each Servicing Agreement, (B)(I) the annual reports on assessment of compliance with servicing criteria for each Servicer, the Custodian, each Additional Servicer, the Master Servicer, any Servicing Function Participant, the Paying Agent (if other than the Trustee) and the Trustee (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in each Servicing Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in any Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the any Servicing Agreement or Custodial Agreement is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (C)(I) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in each Servicing Agreement and Custodial Agreement and (II) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in any Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (D) a Sarb▇▇▇▇-▇▇▇▇▇ ▇▇▇tification. Any disclosure or information in addition to (A) through (D) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. 106
(ii) As set forth on Exhibit L-2 hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2008, (A) certain parties to the transaction contemplated hereby shall be required to provide to the Trustee and the Depositor, to the extent known by a responsible officer (or with respect to the Trustee, Responsible Officer) thereof, in EDGA▇-▇▇▇patible form (which may be Word or Excel documents easily convertible to EDGA▇ ▇▇▇mat), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit L-4, and (B) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit L-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
(iii) After preparing the Form 10-K, the Trustee shall forward electronically a copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall cause each Servicer also be electronically distributed to provide the Securities Administrator Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a duly authorized representative of the Exchange Act Signing Party shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with such information as is necessary for an original executed hard copy to follow by overnight mail) to the Securities Administrator to prepare such reports.Trustee. If a Form
Appears in 1 contract
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file file, federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified Trustee states in writing that a state tax return or other return is required, then, at the sole expense of the Trust FundTrustee, the Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator’s 's possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute forward to the Trustee for distribution to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and . The Trustee will prepare and distribute disseminate for distribution to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorAdministrator and the Trustee) to the extent required by applicable law. The Master Servicer will indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and or the Trustee, as applicable, resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator shall prepare and file with the Internal Revenue Service (“"IRS”"), on behalf of each of the Trust Fund Lower Tier REMIC and each REMIC created hereunderthe Upper Tier REMIC, an application for an employer identification number on IRS Form SS-4 or by any other acceptable method. The Securities Administrator shall also file a Form 8811 as requiredSS-4. The Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer, the Trustee and the Depositor. The Securities Administrator will file an IRS Form 8811. 101
(c) The Depositor shall furnish any other information that is required by the Code and regulations thereunder prepare or cause to be made available to prepared the Certificateholders. The Master Servicer shall cause initial current report on Form 8-K. Thereafter, within 15 days after each Servicer to provide Distribution Date, the Securities Administrator shall, in accordance with industry standards, file with the Securities and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (EDGAR), a Form 8-K with a copy of the statement to the Certificate▇▇▇▇▇rs for such information Distribution Date as is necessary for an exhibit thereto. Prior to January 30, 2003, the Securities Administrator shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 30, 2003, the Securities Administrator shall file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Securities Administrator reasonably deems appropriate to prepare such reportsand file all necessary reports with the Commission. The Securities Administrator shall have no responsibility to file any items other than those specified in this section.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Securities Corp Mor Pas THR Cer Se 2002-1a)
Preparation of Tax Returns and Other Reports. (a) The Securities Administrator Trustee shall prepare or cause to be prepared on behalf of the Trust Fund, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator Trustee shall file federal tax returns, all in accordance with Article X hereof. If the Securities Administrator is notified in writing that a state tax return or other return is required, then, at the sole expense of the Trust Fund, the Securities Administrator The Trustee shall prepare and file such required state income tax returns and such other returns as may be required by applicable law relating to the Trust Fund, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities AdministratorTrustee’s possession). The Securities Administrator Trustee shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator Trustee as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator Trustee as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities AdministratorTrustee) to the extent required by applicable law. The Master Servicer will shall indemnify the Securities Administrator and the Trustee for any liability of or assessment against the Securities Administrator and the Trustee, as applicable, Trustee resulting from any error in any of such tax or information returns directly resulting from errors in the information provided by such Master Servicer.
(b) The Securities Administrator Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on behalf of the Trust Fund and each REMIC created hereunderhereby, an application for an employer identification number on IRS Form SS-4 or by any other acceptable methodSS-4. The Securities Administrator shall also file a Form 8811 as required. The Securities AdministratorTrustee, upon receipt from the IRS of the Notice of Taxpayer Identification Number AssignedAssigned for each REMIC, shall upon request promptly forward a copy copies of such notice notices to the Master Servicer and the Depositor. The Securities Administrator Trustee will file an IRS Form 8811 for all REMICs created hereunder. The Trustee shall furnish have no obligation to verify the information in any other information Form 8811 or Form SS-4 filing.
(c) Reports Filed on Form 10-D.
(i) Within 15 days after each Distribution Date (or, if applicable, within such shorter period of time as is required under the rules of the Commission as in effect from time to time (the “Rules”)), the Trustee shall prepare and file on behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Trustee shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit Q-1 hereto, within five calendar days after the related Distribution Date, (A) certain parties to the L▇▇▇▇▇ XS Trust Mortgage Pass-Through Certificates, Series 2006-GP2 transaction shall be required to provide to the Trustee, to the extent known by a responsible officer thereof, in E▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to E▇▇▇▇ format), or in such other form as otherwise agreed upon by the Code Trustee and regulations thereunder such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, and included with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-D Disclosure, and (C) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(iii) After preparing the Form 10-D, the Trustee shall forward electronically a draft copy of the Form 10-D to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-D includes Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically distributed to the Depositor for review and approval. No later than two Business Days prior to the 15th calendar day after the related Distribution Date, a senior officer of the Exchange Act Signing Party shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be made amended, the Trustee will follow the procedures set forth in subsection (f)(ii) of this Section 6.20. Promptly (but no later than one Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. Each party to this Agreement acknowledges that the performance by the Trustee of its duties under this Section 6.20(c) related to the Certificateholderstimely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(c). The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.
(d) Reports Filed on Form 10-K.
(i) Unless and until a Form 15 suspension notice shall have been filed, on or prior to March 31 after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2007, the Trustee shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee within the applicable time frames set forth in this Agreement and in the Servicing Agreement and the Custodial Agreement, (A) an annual compliance statement for the Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in the Servicing Agreement, (B)(I) the annual reports on assessment of compliance with servicing criteria for the Servicer, the Custodian, each Additional Servicer, the Master Servicer, any Servicing Function Participant, the Paying Agent (if other than the Trustee) and the Trustee (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in the Servicing Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (C)(I) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in the Servicing Agreement and Custodial Agreement and (II) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (D) a S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Any disclosure or information in addition to (A) through (D) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph.
(ii) As set forth on Exhibit Q-2 hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2007, (A) certain parties to the L▇▇▇▇▇ XS Trust Mortgage Pass-Through Certificates, Series 2006-GP2 transaction shall be required to provide to the Trustee, to the extent known by a responsible officer thereof, in E▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to E▇▇▇▇ format), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-K Disclosure, and (C) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Q-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
(iii) After preparing the Form 10-K, the Trustee shall forward electronically a draft copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange Act Signing Party shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee will follow the procedures set forth in subsection (f) of this Section 6.20. Promptly (but no later than one Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-K. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 6.20(d) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 6.20(d), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(iv) Each Form 10-K shall include the S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. The Trustee, the Paying Agent and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Trustee, the Paying Agent and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the S▇▇▇▇▇▇▇-▇▇▇▇▇ Certification (the “Certifying Person”), by March 15 of each Servicer year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), in the form attached hereto as Exhibit T (or, in the case of the Trustee and the Paying Agent, such other form as agreed to between the Trustee, the Paying Agent and the Exchange Act Signing Party), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 6.20(d)(iv) with respect to the period of time it was subject to this Agreement.
(v) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.
(e) Reports Filed on Form 8-K.
(i) Within four Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”) or such later date as may be required by the Commission, and if requested by the Depositor, the Trustee shall prepare and file on behalf of the Trust Fund any Form 8-K, as required by the Exchange Act; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraphs and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph.
(ii) As set forth on Exhibit Q-3 hereto, for so long as the Trust Fund is subject to the Exchange Act reporting requirements, no later than Noon New York City time on the 2nd Business Day after the occurrence of a Reportable Event (A) certain parties to the L▇▇▇▇▇ XS Trust Mortgage Pass-Through Certificates, Series 2006-GP2 transaction shall be required to provide to the Securities Administrator Trustee, to the extent known by a responsible officer thereof, in E▇▇▇▇-compatible form (which may be Word or Excel documents easily convertible to E▇▇▇▇ format), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and include with such information Form 8-K Disclosure Information, an Additional Disclosure Notification in the form attached hereto as is necessary for Exhibit Q-4, (B) the Securities Administrator to prepare such reports.Trustee shall forwar
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