Periodic Filings. As set forth on Schedule X hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of an event requiring disclosure on Form 8K (a "reportable event") (i) the Depositor, the Sponsor or the 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), (ii) shall have delivered to the Trustee, all information, data, and exhibits required to be provided or filed with such Form 8-K in a word format agreed upon by the Trustee and Depositor, Seller or Servicer and (iii) the Depositor or the Trustee, to the extent the reportable item pertains to such party, shall notify the Servicer thereof by telephone. 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 consulting with the Depositor or Servicer in 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 consulting with the Depositor or Servicer before 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event. After preparing the Form 8-K on behalf of the Depositor, the Trustee shall, if required, forward electronically a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than one and one-half Business Days after receiving a final copy of the Form 8-K from the Trustee, a duly authorized representative of the Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 8-K; provided that the Depositor has notified the Trustee that it approves of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will, pursuant to this Agreement, make available on its internet website a final executed copy of each Form 8-K. The Trustee will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 days after each Distribution Date, the Trustee shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (XXXXX), a Form 10-D with (1) a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Any other information provided to the Trustee by the Servicer or Depositor to be included in Form 10-D 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 - 100 - failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. As set forth in Schedule Y hereto, within 5 calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the Depositor and the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form (with a copy to the Servicer), or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the 8th calendar day after the distribution date. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review by the 9th calendar day after the Distribution Date. No later than 2 business days after receipt of a final copy after the related Distribution Date, unless the Servicer receives a notice from the Trustee as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the Trustee per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. the Trustee will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the trust), the Trustee shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the Trust Fund. 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, (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on Assessment of Compliance with Servicing Criteria for each Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and the Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates, Series 2006-Rm3), Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates, Series 2006-Rm3)

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates, Series 2006-He4), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-He6)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-Rm5)

Periodic Filings. As set forth on Schedule X hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of an event requiring disclosure on Form 8K (a "reportable event") (i) the Depositor, the Sponsor or the 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), (ii) shall have delivered to the Trustee, all information, data, and exhibits required to be provided or filed with such Form 8-K in a word format agreed upon by the Trustee and Depositor, Seller or Servicer and (iii) the Depositor or the Trustee, to the extent the reportable item pertains to such party, shall notify the Servicer thereof by telephone. 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 consulting with the Depositor or Servicer in 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 consulting with the Depositor or Servicer before 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event. After preparing the Form 8-K on behalf of the Depositor, the Trustee shall, if required, forward electronically a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than one and one-half Business Days after receiving a final copy of the Form 8-K from the Trustee, a duly authorized representative of the Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 8-K; provided that the Depositor has notified the Trustee that it approves of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will, pursuant to this Agreement, make available on its internet website a final executed copy of each Form 8-K. The Trustee will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 days after each Distribution Date, the Trustee 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 (XXXXX), a Form 10-D with (1) a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Any other information provided to the Trustee by the Servicer or Depositor to be included in Form 10-D 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 ~~- 100 -~~ failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. As set forth in Schedule Y hereto, within 5 calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the Depositor and the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form (with a copy to the Servicer), or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the 8th calendar day after the distribution date. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review by the 9th calendar day after the Distribution Date. No later than 2 business days after receipt of a final copy after the related Distribution Date, unless the Servicer receives a notice from the Trustee as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the Trustee per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. the Trustee will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the trust), the Trustee shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the Trust Fund. 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, (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on ~~Assessment~~ assessment of ~~Compliance~~ compliance with ~~Servicing Criteria~~ servicing criteria for each Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and the Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates, Series 2006-He2)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust, Series 2007-Ff1)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Sd1)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-Ff1)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Rm4)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-A)

Periodic Filings. As set forth on Schedule X III hereto, for so long as the ~~Trust~~ Issuing Entity is subject to the Exchange Act reporting requirements, no later than the end of business on the ~~2nd~~ second Business Day after the occurrence of an event requiring disclosure on Form 8K (a "reportable event") ), (i) the Depositor, the ~~Sponsor~~ Indenture Trustee, the Sponsor, the Servicers (and in the case of Countrywide, the Depositor shall cause such Servicer) or the Master Servicer shall have timely notified the ~~Trustee~~ Securities Administrator of an item reportable on a Form 8-K (unless such item is specific to the ~~Trustee~~Securities Administrator, in which case the ~~Trustee~~ Securities Administrator will be deemed to have notice), (ii) the Depositor, each Servicer, the Master Servicer and the Indenture Trustee shall have delivered to the ~~Trustee~~Securities Administrator, all information, data, and exhibits required to be provided or filed with such Form 8-K in a word format (or other Xxxxx compatible form) agreed upon by the ~~Trustee~~ Indenture Trustee, the Securities Administrator and Depositor, ~~Seller~~ Sponsor or ~~Servicer~~ Master Servicer, as applicable, and (iii) the ~~Depositor~~ Depositor, the Servicers or the ~~Trustee~~Securities Administrator, to the extent the reportable item pertains to such party, shall notify the Master Servicer thereof by ~~telephone~~telephone or in writing. The ~~Trustee~~ Securities Administrator 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 Servicing Agreement (unless such information is specific to the ~~Trustee~~Securities Administrator, in which case the ~~Trustee~~ Securities Administrator will be responsible for consulting with the Depositor or Master Servicer in 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~~Securities Administrator, in which case the ~~Trustee~~ Securities Administrator will be responsible for consulting with the ~~Depositor~~ Depositor, Master Servicer or related Servicer before 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event. After preparing the Form 8-K on behalf of the Depositor, the ~~Trustee~~ Securities Administrator shall, if required, forward electronically a draft copy of the Form 8-K to the Depositor and ~~the~~ Master Servicer for review. No later than one and one-half Business Days after receiving a final copy of the Form 8-K from the ~~Trustee~~Securities Administrator, a duly authorized representative of the Master Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the ~~Trustee~~ Securities Administrator and the ~~Trustee~~ Securities Administrator shall file such Form 8-K; provided that the Depositor has notified the ~~Trustee~~ Securities Administrator and Master Servicer that it approves of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the ~~Trustee~~ Securities Administrator will follow the procedures set forth in this Servicing Agreement. After filing with the Commission, the ~~Trustee~~ Securities Administrator will, pursuant to this Servicing Agreement, make available on its internet website a final executed copy of each Form 8-K. The ~~Trustee~~ Securities Administrator will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the ~~Trustee~~Securities Administrator's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 fifteen (15) days after each ~~Distribution~~ Payment Date, the ~~Trustee~~ Securities Administrator shall, on behalf of the ~~Trust~~ Issuing Entity and in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (XXXXX), a Form 10-D with (1) a copy of the report to the ~~Certificateholders~~ Securityholders for such ~~Distribution~~ Payment Date as an exhibit thereto. Any other information provided to the ~~Trustee~~ Securities Administrator by the Servicers, the Master Servicer or Depositor to be included in Form 10-D shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the ~~Trustee~~ Securities Administrator will have no duty or liability for any ~~- 100 -~~ failure hereunder to determine or prepare or receive any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. As set forth in Schedule Y IV hereto, within 5 five (5) calendar days after the related ~~Distribution~~ Payment Date (i) the parties hereto, as applicable, will be required (and, in the case of Countrywide, the Depositor will require Countrywide) to provide to the Depositor and the Master Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, shall forward to the ~~Trustee~~ Securities Administrator in XXXXX-compatible form (with a copy to the Master Servicer), or in such other form as otherwise agreed upon by the ~~Trustee~~ Securities Administrator and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the ~~8th~~ eighth calendar day after the ~~distribution date~~Payment Date. The Depositor will be responsible for any reasonable fees and expenses incurred by the ~~Trustee~~ Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the ~~Trustee~~ Securities Administrator will forward electronically a draft copy of the Form 10-D to the Depositor ~~and~~ (with a copy to the ~~Servicer~~ Master Servicer) for review by the ~~9th~~ ninth calendar day after the ~~Distribution~~ Payment Date. No later than ~~2 business days~~ two (2) Business Days after receipt of a final copy after the related ~~Distribution~~ Payment Date, unless the Master Servicer receives a notice from the ~~Trustee~~ Securities Administrator as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Master Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the ~~Trustee~~ Securities Administrator and the ~~Trustee~~ Securities Administrator shall file such Form 10-D within two ~~business days~~(2) Business Days. Unless the Master Servicer shall have received notice from the ~~Trustee~~ Securities Administrator to the contrary, the ~~Trustee~~ Securities Administrator will be deemed to have represented to the Master Servicer that the ~~monthly statement~~ Monthly Statement has been properly prepared by the ~~Trustee~~ Securities Administrator and the Master Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the ~~Trustee~~ Securities Administrator per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the ~~Trustee~~ Securities Administrator will follow the procedures set forth in this Servicing Agreement. After filing with the Commission, the ~~Trustee~~ Securities Administrator will make available on its internet website a final executed copy of each Form 10-D. ~~the Trustee~~ The Securities Administrator and Master Servicer will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the ~~Trustee~~Securities Administrator's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the ~~trust~~Issuing Entity), the ~~Trustee~~ Securities Administrator shall, on behalf of the ~~Trust~~ Issuing Entity and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the ~~Trust Fund~~Issuing Entity. Such Form 10-K shall include the following items, in each case to the extent they have been delivered to the ~~Trustee~~ Securities Administrator within the applicable time frames set forth in this Servicing Agreement, the Countrywide Servicing Agreement and the Custodial Agreement, (i) an annual compliance statement for each Servicer, the ~~Servicer~~ Master Servicer, Securities Administrator and each ~~Subservicer~~Subservicer and Subcontractor, if and as ~~described in~~ applicable, pursuant to Section 3.17 of this Servicing Agreement or the Countrywide Servicing Agreement, (ii)(A) the annual reports on Assessment of Compliance with Servicing Criteria for the Master Servicer, Securities Administrator, each Servicer, ~~Subservicer~~ Subservicer, Subcontractor and ~~Subcontractor~~ the Custodian (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of this Servicing Agreement or the Countrywide Servicing Agreement or in the Custodial Agreement, and (B) if any ~~Reporting~~ Servicer's report on ~~assessment~~ Assessment of ~~compliance~~ Compliance with ~~servicing criteria~~ Servicing Criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on ~~assessment~~ Assessment of ~~compliance~~ Compliance with ~~servicing criteria~~ Servicing Criteria described in Section 3.18 of this Servicing Agreement or the Countrywide Servicing 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, (iii)(A) the registered public accounting firm attestation report for the ~~Servicer and~~ Master Servicer, Securities Administrator, the Servicers, each Subservicer, Subcontractor, and the Custodian, as described in Section 3.18 of this Servicing Agreement or the Countrywide Servicing Agreement or in the Custodial Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the Servicing 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 (iv) a Xxxxxxxx-Xxxxx ~~Certification~~ Certificate in the form attached hereto as Exhibit TG, executed by the senior officer in charge of securitizations of the Master Servicer. Any disclosure or information in addition to (i) through (iv) 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 neither the ~~Trustee~~ Master Servicer nor the Securities Administrator will have no a 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. As set forth in Schedule Z V hereto, no later than March 12 of each year that the ~~Trust~~ Issuing Entity is subject to the Exchange Act reporting requirements, commencing in ~~2007~~2008, (i) certain parties to the transaction shall be required (and with respect to Countrywide, the Depositor shall cause such Servicer) to provide to the ~~Depositor~~ Depositor, the Securities Administrator and the Master Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the ~~Trustee~~ Securities Administrator in XXXXX-compatible form, or in such other form as otherwise agreed upon by the ~~Trustee~~ Securities Administrator and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the ~~Trustee~~ Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.. After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Upon the request of the Master Servicer, the Depositor shall confirm that it has reviewed the Form 10-K, that it has been

Appears in 1 contract

Samples: Mortgage Loan Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2007-Sl1)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-2)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust, Series 2007-FFC)

Periodic Filings. As set forth on Schedule X hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of an event requiring disclosure on Form 8K (a "reportable event") (i) the Depositor, the Sponsor or the 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), (ii) shall have delivered to the Trustee, all information, data, and exhibits required to be provided or filed with such Form 8-K in a word format agreed upon by the Trustee and Depositor, Seller or Servicer and (iii) the Depositor or the Trustee, to the extent the reportable item pertains to such party, shall notify the Servicer thereof by telephone. 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 consulting with the Depositor or Servicer in 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 consulting with the Depositor or Servicer before 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event. After preparing the Form 8-K on behalf of the Depositor, the Trustee shall, if required, forward electronically a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than one and one-half Business Days after receiving a final copy of the Form 8-K from the Trustee, a duly authorized representative of the Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 8-K; provided that the Depositor has notified the Trustee that it approves of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will, pursuant to this Agreement, make available on its internet website a final executed copy of each Form 8-K. The Trustee will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 days after each Distribution Date, the Trustee 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 (XXXXX), a Form 10-D with (1) a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Any other information provided to the Trustee by the Servicer or Depositor to be included in Form 10-D 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 ~~- 100 -~~ failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. As set forth in Schedule Y hereto, within 5 calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the Depositor and the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form (with a copy to the Servicer), or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the 8th calendar day after the distribution date. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review by the 9th calendar day after the Distribution Date. No later than 2 business days after receipt of a final copy after the related Distribution Date, unless the Servicer receives a notice from the Trustee as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the Trustee per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. the Trustee will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the trust), the Trustee shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the Trust Fund. 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, (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on ~~Assessment~~ assessment of ~~Compliance~~ compliance with ~~Servicing Criteria~~ servicing criteria for each Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and the Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.compliance

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates, Series 2006-Ar1)

Periodic Filings. As set forth on Schedule X V hereto, for so long as the ~~Trust~~ Issuing Entity is subject to the Exchange Act reporting requirements, no later than the end of business on the ~~2nd~~ second Business Day after the occurrence of an event requiring disclosure on Form 8-K (a "reportable event") (i) the Depositor, the Sponsor or the 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), (ii) shall have delivered to the Trustee, all information, data, and exhibits required to be provided or filed with such Form 8-K in ~~a word~~ an XXXXX-compatible format agreed upon by the Trustee and Depositor, ~~Seller~~ Sponsor or Servicer and (iii) the Depositor or the Trustee, to the extent the reportable item pertains to such party, shall notify the Servicer thereof by telephone. 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 consulting with the Depositor or Servicer in 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 consulting with the Depositor or Servicer before 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing ~~deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event~~deadline. After preparing the Form 8-K on behalf of the Depositor, the Trustee ~~shall, if required,~~ shall forward electronically a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than ~~one and one-half~~ the end of business on the second Business ~~Days~~ Day after receiving a final copy of the Form 8-K from the Trustee, a duly authorized representative of the Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 8-KK within two (2) Business Days; provided that the Depositor has notified the Trustee in writing that it approves of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing a Form 8-K with the Commission, the Trustee ~~will, pursuant to this Agreement,~~ will make available on its internet website a final executed copy of each Form 8-K. The Trustee will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the Trustee's inability or failure to obtain or receive any information or signatures needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 fifteen (15) days after each Distribution Date, the Trustee shall, on behalf of the ~~Trust~~ Issuing Entity and in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (XXXXX), a Form 10-D with ~~(1)~~ a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Any other information provided to the Trustee by the Servicer or Depositor to be included in Form 10-D shall be determined and prepared by and at the direction of the Depositor pursuant to the following ~~paragraph~~ paragraph, and the Trustee will have no duty or liability for any ~~- 100 -~~ failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. The Depositor shall notify the Trustee of its intent to provide Additional Form 10-D Disclosure prior to the related Distribution Date. As set forth in Schedule Y W hereto, within 5 five (5) calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the Depositor and the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, will forward to the Trustee in XXXXX-compatible form (with a copy to the Servicer), or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the ~~8th~~ fifth (5th) calendar day after the ~~distribution date~~related Distribution Date. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review by the 9th calendar day after the Distribution Date. No later than 2 business days after receipt of a final copy after the related Distribution Date, unless the Servicer receives a notice from the Trustee as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the Trustee per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. the Trustee will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the trust), the Trustee shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the Trust Fund. 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, (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on Assessment of Compliance with Servicing Criteria for each Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and the Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates, Series 2006-Ab2)

Periodic Filings. As set forth on Schedule X hereto, for so long as the ~~Trust~~ Issuing Entity is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of an event requiring disclosure on Form 8K (a "reportable event") (i) the Depositor, the Sponsor or the 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), (ii) shall have delivered to the Trustee, all information, data, and exhibits required to be provided or filed with such Form 8-K in a ~~word~~ Word format (or other Xxxxx-compatible form) agreed upon by the Trustee and Depositor, ~~Seller~~ Sponsor or Servicer and (iii) the Depositor or the Trustee, to the extent the reportable item pertains to such party, shall notify the Servicer thereof by telephone. 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 consulting with the Depositor or Servicer in 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 consulting with the Depositor or Servicer before 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event. After preparing the Form 8-K on behalf of the Depositor, the Trustee shall, if required, forward electronically a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than one and one-half Business Days after receiving a final copy of the Form 8-K from the Trustee, unless the Servicer has received from the Depositor a notice to the contrary, a duly authorized representative of the Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 8-K; provided that the Depositor has notified the Trustee that it approves of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will, pursuant to this Agreement, make available on its internet website a final executed copy of each Form 8-K. The Trustee will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 fifteen (15) days after each Distribution Date, the Trustee shall, on behalf of the ~~Trust~~ Issuing Entity and in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (XXXXX), a Form 10-D with ~~(1)~~ a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Any other information provided to the Trustee by the Servicer or Depositor to be included in Form 10-D 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 ~~- 100 -~~ failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. As set forth in Schedule Y hereto, within 5 five (5) calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the Depositor and the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form (or such other word processing format that is XXXXX-compatible) (with a copy to the Servicer), or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the ~~8th~~ eighth (8th) calendar day after the ~~distribution date~~related Distribution Date. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review by the 9th calendar day after the Distribution Date. No later than ~~2 business days~~ two (2) Business Days after receipt of a final copy after the related Distribution Date, unless the Servicer receives a notice from the Trustee as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the Trustee per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. ~~the~~ The Trustee will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to ~~Xxxxx 00~~March 30, ~~0000~~ 2008 (~~xxx~~and, if applicable, prior to the ~~90th~~ ninetieth (90th) calendar day after the end of the fiscal year for the ~~trust~~Issuing Entity), the Trustee shall, on behalf of the ~~Trust~~ Issuing Entity and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the ~~Trust Fund~~Issuing Entity. 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, (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on Assessment of Compliance with Servicing Criteria for each Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on ~~assessment~~ Assessment of ~~compliance~~ Compliance with ~~servicing criteria~~ Servicing Criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the ~~Trust~~ Issuing Entity is subject to the Exchange Act reporting requirements, commencing in ~~2007~~2008, (i) certain parties to the transaction shall be required to provide to the Depositor and the Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible ~~form~~form (or such other word processing format that is XXXXX-compatible), or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, the Trustee shall forward electronically a draft copy of the Form 10-K to the Depositor and the Servicer for review. Upon the request of the Servicer, the Depositor shall confirm that it has reviewed the Form 10-K, that it has been properly prepared and that the Servicer may rely on the accuracy thereof (other than with respect to any portion of the Form 10-K or any exhibit thereto provided by the Servicer (other than any portion thereof with respect to which the Servicer has relied on the Trustee)). No later than 5:00 p.m. ET on the 3rd Business Day following receipt of a final copy of the Form 10-K and if requested, the above-described confirmation from the Depositor, a senior officer of the Servicer 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 and the Trustee shall file such Form 10-K by March 30th. 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 the Agreement. After filing with the Commission, the Trustee will, pursuant to the Agreement, make available on its internet website a final executed copy of each Form 10-K. The Trustee shall have no liability with respect to any failure to properly prepare, execute or file such Form 10-K resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis. Each Form 10-K shall include a certification (the "Xxxxxxxx-Xxxxx Certification") which shall be in the form attached hereto as Exhibit T. The Servicer will cause its senior officer in charge of securitization to execute the Xxxxxxxx-Xxxxx Certification required pursuant to Rule 13a -14 under the Securities Exchange Act of 1934, as amended, and to deliver the original executed Xxxxxxxx-Xxxxx Certification to the Trustee by March 12 of each year in which the Issuing Entity is subject to the reporting requirements of the Exchange Act. In connection therewith, each of the Trustee and the Servicer shall sign a certification (in the form attached hereto as Exhibit K and Exhibit L, respectively) for the benefit of the Servicer and its officers, directors and Affiliates regarding certain aspects of the Xxxxxxxx-Xxxxx Certification. To the extent any information or exhibits required to be included in the Form 10 -K are not timely received by the Trustee prior to March 30, the Trustee shall, on behalf of the Trust, file a Form 12B-25 and one or more amended Form 10-Ks, to the extent such amendments are accepted pursuant to the Exchange Act, to include such missing information or exhibits promptly after receipt thereof by the Trustee. On or before January 30, 2008, the Trustee shall, if legally permissible under applicable regulations and interpretations of the Commission, on behalf of the Issuing Entity and in accordance with industry standards, file with the Commission via XXXXX a Form 15 Suspension Notification with respect to the Issuing Entity, if applicable. The Servicer agrees to furnish to the Trustee promptly, from time to time upon request, such further information, reports, and financial statements (each in Xxxxx-compatible format) within its control related to this Agreement and the Mortgage Loans as is reasonably necessary to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items with the Commission other than those specified in this section and the Servicer shall execute any and all Form 8-Ks, Form 10-Ds and Form 10-Ks required hereunder. The Trustee shall not have any responsibility to file any items (other than those generated by it) that have not been received in a format suitable (or readily convertible into a format suitable) for electronic filing via the XXXXX system and shall not have any responsibility to convert any such items to such format (other than those items generated by it or that are readily convertible to such format). If the Commission issues additional interpretative guidance or promulgates additional rules or regulations with respect to Regulation AB or otherwise, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 3.20, to be conducted differently than as described, the Depositor, the Servicer, and the Trustee will reasonably cooperate to amend the provisions of this Section 3.20 in order to comply with such amended reporting requirements and such amendment of this Section 3.20. Any such amendment shall be made in accordance with Section 10.01 without the consent of the Certificateholders but with the consent of the Class A Certificate Insurer (which consent shall not be unreasonably withheld), and may result in a change in the reports filed by the Trustee on behalf of the Issuing Entity under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Servicer, and the Trustee shall not be obligated to enter into any amendment pursuant to this Section 3.20 that adversely affects its obligations and immunities under this Agreement. The Depositor, the Servicer and the Trustee agree to use their good faith efforts to cooperate in complying with the requirements of this Section 3.20.

Appears in 1 contract

Samples: Pooling and Servicing Agreement

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-4)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2007-Sd1)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-H1)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates, Series 2006-He3)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-5)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Ab1)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust, Series 2007-Ffa)

Periodic Filings. As set forth on Schedule X hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of an event requiring disclosure on Form 8K (a "reportable event") (i) the Depositor, the Sponsor or the 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), (ii) shall have delivered to the Trustee, all information, data, and exhibits required to be provided or filed with such Form 8-K in a word format agreed upon by the Trustee and Depositor, Seller or Servicer and (iii) the Depositor or the Trustee, to the extent the reportable item pertains to such party, shall notify the Servicer thereof by telephone. 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 consulting with the Depositor or Servicer in 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 consulting with the Depositor or Servicer before 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event. After preparing the Form 8-K on behalf of the Depositor, the Trustee shall, if required, forward electronically a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than one and one-half Business Days after receiving a final copy of the Form 8-K from the Trustee, a duly authorized representative of the Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 8-K; provided that the Depositor has notified the Trustee that it approves of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will, pursuant to this Agreement, make available on its internet website a final executed copy of each Form 8-K. The Trustee will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 days after each Distribution Date, the Trustee 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 (XXXXX), a Form 10-D with (1) a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Any other information provided to the Trustee by the Servicer or Depositor to be included in Form 10-D 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 ~~- 100 -~~ failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. As set forth in Schedule Y hereto, within 5 calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the Depositor and the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form (with a copy to the Servicer), or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the 8th calendar day after the distribution date. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review by the 9th calendar day after the Distribution Date. No later than 2 business days after receipt of a final copy after the related Distribution Date, unless the Servicer receives a notice from the Trustee as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the Trustee per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. the Trustee will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the trust), the Trustee shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the Trust Fund. 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, (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on ~~Assessment~~ assessment of ~~Compliance~~ compliance with ~~Servicing Criteria~~ servicing criteria for each Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and the Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.not

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-Rm2)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-Fm1)

Periodic Filings. As (a) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust at the direction and expense of the Depositor, provided, that, as set forth on ~~Schedule X hereto~~Exhibit R, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of an event requiring disclosure on Form 8K (a "reportable event") (i) the Depositor, the Sponsor or the 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), (ii)~~ and shall have delivered to the ~~Trustee~~Trustee no later than three Business Days prior to the filing deadline for such Form 8-K, all information, data, and exhibits required to be provided or filed with such Form 8-K in electronic or other such other format reasonably acceptable to the Trustee. To the extent that a ~~word format agreed upon by~~ Responsible Officer of the Trustee ~~and Depositor~~has actual knowledge of an event relating to Items 3.03, ~~Seller~~ 6.02, 6.03 or ~~Servicer and (iii)~~ 6.04 of Form 8-K listed on Exhibit R hereto, the ~~Depositor or the Trustee, to the extent the reportable item pertains to such party,~~ Trustee shall notify the ~~Servicer thereof by telephone~~Depositor of such event. 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 consulting with the Depositor or Servicer in 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 consulting with the Depositor or Servicer before 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~~ data, signatures and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event. After preparing the Form 8-K on behalf of the Depositor, the Trustee shall, if required, forward electronically a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than one and one-half Business Days after receiving a final copy of the Form 8-K from the Trustee, a duly authorized representative of the Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 8-K; provided that the Depositor has notified the Trustee that it approves of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will, pursuant to this Agreement, make available on its internet website a final executed copy of each Form 8-K. The Trustee will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconductdeadline. Within 15 days after each Distribution Date, the Trustee shall, on behalf of the Trust and in accordance with industry standards, file with the Securities and Exchange Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), a Form 10-D ~~with~~ (or other comparable form containing the same or comparable information or other information mutually agreed upon) with, as set forth on Exhibit S, (1) a copy of the report to the Certificateholders for such Distribution Date as an exhibit ~~thereto. Any~~ thereto and (2) such other information provided to the Trustee by the Servicer or Depositor to be included in Form 10-D 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 - 100 - failure hereunder to determine or prepare any additional as identified on Exhibit S; provided that such information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. As set forth in Schedule Y hereto, within 5 calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the Depositor and the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, forward is provided to the Trustee in XXXXX-compatible form (with a copy to the Servicer), or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the 8th calendar day after the distribution date. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review by the 9th calendar day after the Distribution Date. No no later than ~~2 business days after receipt of a final copy after~~ the first Business Day immediately following the related Distribution Date, unless the Servicer receives a notice from the Trustee as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the Trustee per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. the Trustee will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to ~~the 90th calendar day after the end~~ March 30 of ~~the fiscal year for the trust~~each subsequent year), the Trustee shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Securities and Exchange Commission via XXXXX a Form ~~10 -K~~ 10-K with respect to the Trust Fund. ~~Such~~ As set forth on Exhibit T, such Form 10-K shall include ~~the following items~~as exhibits, each annual statement of compliance required to be delivered pursuant to Section 3.19 and each Accountant's Attestation and Assessment of Compliance required to be furnished pursuant to Section 3.20, in each case to the extent they have been timely delivered to the Trustee ~~within~~ (or the ~~applicable time frames set forth~~ Depositor, in ~~this Agreement, (i) an annual compliance statement for~~ the ~~Servicer and each Subservicer, as described in Section 3.17~~ case of the ~~Agreement, (ii)(A) the annual reports on~~ Trustee's Assessment of ~~Compliance with Servicing Criteria for each Servicer, Subservicer~~ Compliance) and ~~Subcontractor (unless the Depositor has determined that~~ such ~~compliance statement~~ other information as is ~~not~~ required by Regulation AB). The Servicer will cause its senior officer in charge of securitization to execute the certification, as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit TP-3 (the "Form 10-K Certification") required pursuant to Rule 13a -14 under the Securities Exchange Act of 1934, ~~executed by~~ as amended, and the ~~senior officer~~ Trustee shall file the same with the Securities and Exchange Commission prior to Xxxxx 00, 0000 (xxx, if applicable, prior to March 30 of each year). In connection therewith, the Trustee shall sign a certification (in ~~charge of securitizations~~ the form attached hereto as Exhibit P-5) for the benefit of the ~~Servicer~~Depositor and the Servicer and their officers, directors and affiliates regarding certain aspects of the Form 10-K Certification. ~~Any disclosure~~ To the extent any information or ~~information in addition to (i) through (iv) above that is~~ exhibits required to be included on in the Form 10-K are not timely received by the Trustee prior to March 30, the Trustee 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 Trustee. Promptly following the first date legally permissible under applicable regulations and interpretations of the Securities and Exchange Commission, the Trustee shall, on behalf of the Trust and in accordance with industry standards, file with the Securities and Exchange Commission via XXXXX a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. The Servicer agrees to furnish to the Trustee 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 Trustee reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission. The Trustee shall attach to any Form 10-D the signature page of the Servicer (~~"Additional~~ such signature page to have been delivered by the Servicer to the Trustee on the Closing Date) and submit such Form 10-D for filing with the Securities and Exchange Commission. The Trustee shall provide a copy of each Form 10-D and Form 8-K to each of the Servicer and the Depositor. The Trustee shall have no responsibility to file any items with the Securities and Exchange Commission other than those specified in this section and the Servicer shall execute any and all Form 8-Ks, 10-Ds and 10-Ks required hereunder. All materials provided to the Trustee relating to the Form 8-Ks, 10-Ds and 10-Ks required hereunder shall be provided in electronic format compatible with the XXXXX system, which may be in Microsoft Word. To the extent that (i) no notice is provided to the Trustee of events or information reportable in any Form 8-K, (ii) no notice is provided of events or information reportable in any Form 10-D by the first Busines Day after the related Distribution Date (or) (iii) no notice is provided of events or information reportable in any Form 10-K ~~Disclosure") shall be determined and prepared~~ by ~~and at the direction~~ March 30 of ~~the Depositor pursuant to the following paragraph and~~ each year, in each case the Trustee shall without further notice conclude that there is no event or information to be reported. Notwithstanding anything set forth herein, the Servicer will ~~have no duty~~ not be responsible for the filing of any Form 8-K or ~~liability for any failure hereunder to determine or prepare any Additional~~ Form 10-D filed on behalf of the Trust (including but not limited to the timing of any filing or completeness of such filings) and will not be responsible for determining whether the content of any Form 8-K ~~Disclosure, except as set forth~~ or Form 10-D filed on behalf of the Trustee is accurate or correct (unless such information is contained in the ~~next paragraph. As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject~~ Remittance Report or otherwise specific to ~~the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and~~ the Servicer, to in which case the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor Servicer will be responsible for ~~any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph~~making such determination).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Ownit Mortgage Loan Trust, Series 2006-1)

Periodic Filings. As set forth on Schedule X hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of an event requiring disclosure on Form 8K (a "reportable event") (i) the Depositor, the ~~Sponsor~~ Seller or the 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 (ii) shall have delivered to the ~~Trustee~~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 in a word format agreed upon by the Trustee and Depositor, Seller or ~~Servicer and (iii) the Depositor or the Trustee, to the extent the reportable item pertains to such party, shall notify the Servicer thereof by telephone~~Servicer. 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 consulting with the Depositor [or ~~Servicer~~ Servicer] in 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 consulting with the Depositor [or ~~Servicer~~ Servicer] before 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~~ data, signatures and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing ~~deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event~~deadline. After preparing the Form 8-K on behalf of the Depositor, the Trustee shall, if required, forward electronically a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than ~~one and one-half Business Days~~ the end of business on the 3rd business day after ~~receiving a final copy~~ the event requiring the filing of ~~the~~ Form 8-~~K from the Trustee~~K, a duly authorized representative of the Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 8-~~K; provided that the Depositor has notified the Trustee that it approves of the form and substance of such Form 8-K.~~ K within two business days . If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will, pursuant to this Agreement, make available on its internet website a final executed copy of each Form 8-K. The Trustee will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 days after each Distribution Date, the Trustee 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 (XXXXX), a Form 10-D with (1) a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Any other information provided to the Trustee by the Servicer or Depositor to be included in Form 10-D 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 ~~- 100 -~~ failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. As set forth in Schedule Y hereto, within 5 calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the Depositor and the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible ~~form (with a copy to the Servicer)~~form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the 8th calendar day after the distribution date. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor ~~and the Servicer~~ for review by the 9th calendar day after the Distribution Date. No later than 2 business days after receipt of ~~a final~~ such draft copy after the related Distribution Date, unless the ~~Servicer~~ servicer receives a notice from the Trustee as described ~~below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D~~below, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the Trustee per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. the Trustee will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the trust), the Trustee shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the Trust Fund. 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, (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on Assessment of Compliance with Servicing Criteria for each Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and the Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.annual

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Sl1)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-3)

Periodic Filings. (a) As set forth on Schedule X hereto, for so long as the ~~Trust~~ Issuing Entity is subject to the Exchange Act reporting requirements, no later than the end of business on the ~~2nd~~ second Business Day after the occurrence of an event requiring disclosure on Form 8-K (a "reportable event") (i) the Depositor, the Sponsor or the 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 the Depositor, the Sponsor or the Trustee, as applicable, shall notify the Servicer thereof by telephone (unless such item is specific to the Servicer, in which case the Servicer will be deemed to have notice) and (ii) shall have delivered to the ~~Trustee~~Trustee no later than two Business Days prior to the filing deadline for such Form 8-K, all information, data, and exhibits required to be provided or filed with such Form 8-K in a word format agreed upon by the Trustee and Depositor, ~~Seller~~ Sponsor or ~~Servicer and (iii) the Depositor or the Trustee, to the extent the reportable item pertains to such party, shall notify the Servicer thereof by telephone~~Servicer. 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 consulting with the Depositor or Servicer in 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 consulting with the Depositor or Servicer before 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline ~~and~~ and, with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event. After preparing the Form 8-K on behalf of the Depositor, the Trustee shall, if required, forward electronically a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than one and one-half Business Days after receiving a final copy of the Form 8-K from the Trustee, a duly authorized representative of the Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 8-KK within two business days; provided that the Depositor has notified the Trustee ~~that it approves~~ of the Depositor's approval of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will, pursuant to this Agreement, make available on its internet website a final executed copy of each Form 8-K. The Trustee will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 days after each Distribution Date, the Trustee shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (XXXXX), a Form 10-D with (1) a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Any other information provided to the Trustee by the Servicer or Depositor to be included in Form 10-D 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 - 100 - failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. As set forth in Schedule Y hereto, within 5 calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the Depositor and the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form (with a copy to the Servicer), or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the 8th calendar day after the distribution date. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review by the 9th calendar day after the Distribution Date. No later than 2 business days after receipt of a final copy after the related Distribution Date, unless the Servicer receives a notice from the Trustee as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the Trustee per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. the Trustee will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the trust), the Trustee shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the Trust Fund. 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, (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on Assessment of Compliance with Servicing Criteria for each Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and the Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-Wmc2)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust, Series 2006-Ff18)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates, Series 2006-He4)

Periodic Filings. As set forth on Schedule X V hereto, for so long as the ~~Trust~~ Issuing Entity is subject to the Exchange Act reporting requirements, no later than the end of business on the ~~2nd~~ second Business Day after the occurrence of an event requiring disclosure on Form 8-K (a "reportable event"~~) (i)~~ ), the Depositor, the Sponsor or the ~~Servicer~~ Servicer, as applicable, shall have (i) 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 (ii) ~~shall have~~ delivered to the ~~Trustee,~~ Trustee all information, data, and exhibits required to be provided or filed with such Form 8-K in ~~a word~~ an XXXXX-compatible format agreed upon by the Trustee and Depositor, ~~Seller~~ Sponsor or ~~Servicer and (iii)~~ Servicer. In the event that the reportable event does not pertain to the Servicer, at the time such notice is provided to the Trustee, the Depositor or the Trustee, to the extent the reportable item pertains to such party, shall notify the Servicer thereof by telephone. 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 consulting with the Depositor or Servicer in 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 consulting with the Depositor or Servicer before 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing ~~deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event~~deadline. After preparing the Form 8-K on behalf of the Depositor, the Trustee ~~shall, if required,~~ shall forward electronically a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than ~~one and one-half~~ the end of business on the second Business ~~Days~~ Day after receiving a final copy of the Form 8-K from the Trustee, a duly authorized representative of the Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 8-KK within two (2) Business Days; provided that the Depositor has notified the Trustee in writing that it approves of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing a Form 8-K with the Commission, the Trustee ~~will, pursuant to this Agreement,~~ will make available on its internet website a final executed copy of each Form 8-K. The Trustee will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the Trustee's inability or failure to obtain or receive any information or signatures needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 fifteen (15) days after each Distribution Date, the Trustee shall, on behalf of the ~~Trust~~ Issuing Entity and in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (XXXXX), a Form 10-D with ~~(1)~~ a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Any other information provided to the Trustee by the Servicer or Depositor to be included in Form 10-D shall be determined and prepared by and at the direction of the Depositor pursuant to the following ~~paragraph~~ paragraph, and the Trustee will have no duty or liability for any ~~- 100 -~~ failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. The Depositor shall notify the Trustee of its intent to provide Additional Form 10-D Disclosure prior to the related Distribution Date. As set forth in Schedule Y W hereto, within 5 five (5) calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the Depositor and the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, will forward to the Trustee in XXXXX-compatible form (with a copy to the Servicer), or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the ~~8th~~ fifth (5th) calendar day after the ~~distribution date~~related Distribution Date. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review by the 9th calendar day after the Distribution Date. No later than 2 business days after receipt of a final copy after the related Distribution Date, unless the Servicer receives a notice from the Trustee as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the Trustee per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. the Trustee will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the trust), the Trustee shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the Trust Fund. 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, (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on Assessment of Compliance with Servicing Criteria for each Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and the Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (SURF Mortgage Loan Asset-Backed Certificates, Series 2007-Bc1)

Periodic Filings. As set forth on Schedule X V hereto, for so long as the ~~Trust~~ Issuing Entity is subject to the Exchange Act reporting requirements, no later than the end of business on the ~~2nd~~ second Business Day after the occurrence of an event requiring disclosure on Form 8-K (a "reportable event"~~) (i)~~ ), the Depositor, the Sponsor or the ~~Servicer~~ Servicer, as applicable, shall have (i) 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 (ii) ~~shall have~~ delivered to the ~~Trustee,~~ Trustee all information, data, and exhibits required to be provided or filed with such Form 8-K in ~~a word~~ an EDGAR-compatible format agreed upon by the Trustee and Depositor, ~~Seller~~ Sxxxxxr or ~~Servicer and (iii)~~ Servicer. In the event that the reportable event does not pertain to the Servicer, at the time such notice is provided to the Trustee, the Depositor or the Trustee, to the extent the reportable item pertains to such party, shall notify the Servicer thereof by telephone. 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 consulting with the Depositor or Servicer in 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 consulting with the Depositor or Servicer before 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing ~~deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event~~deadline. After preparing the Form 8-K on behalf of the Depositor, the Trustee ~~shall, if required,~~ shall forward electronically a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than ~~one and one-half~~ the end of business on the second Business ~~Days~~ Day after receiving a final copy of the Form 8-K from the Trustee, a duly authorized representative of the Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 8-KK within two (2) Business Days; provided that the Depositor has notified the Trustee in writing that it approves of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing a Form 8-K with the Commission, the Trustee ~~will, pursuant to this Agreement,~~ will make available on its internet website a final executed copy of each Form 8-K. The Trustee will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the Trustee's inability or failure to obtain or receive any information or signatures needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 fifteen (15) days after each Distribution Date, the Trustee shall, on behalf of the ~~Trust~~ Issuing Entity and in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (~~XXXXX~~EDGAR), a Form 10-D with ~~(1)~~ a copy of the report to the ~~Certificateholders~~ Certificateholxxxx for such Distribution Date as an exhibit thereto. Any other information provided to the Trustee by the Servicer or Depositor to be included in Form 10-D shall be determined and prepared by and at the direction of the Depositor pursuant to the following ~~paragraph~~ paragraph, and the Trustee will have no duty or liability for any ~~- 100 -~~ failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. The Depositor shall notify the Trustee of its intent to provide Additional Form 10-D Disclosure prior to the related Distribution Date. As set forth in Schedule Y W hereto, within 5 five (5) calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the Depositor and the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the 95 party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, will forward to the Trustee in ~~XXXXX~~EDGAR-compatible form (with a copy to the Servicer), or in such ~~other form~~ othxx xxrm as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the ~~8th~~ fifth (5th) calendar day after the ~~distribution date~~related Distribution Date. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review by the 9th calendar day after the Distribution Date. No later than 2 business days after receipt of a final copy after the related Distribution Date, unless the Servicer receives a notice from the Trustee as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the Trustee per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. the Trustee will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the trust), the Trustee shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the Trust Fund. 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, (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on Assessment of Compliance with Servicing Criteria for each Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and the Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Specialty Underwriting & Residential Finance Trust, Series 2006-Bc3)

Periodic Filings. As set forth on Schedule X hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of an event requiring disclosure on Form 8K (a "reportable event") (i) the Depositor, the Sponsor or the 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), (ii) shall have delivered to the Trustee, all information, data, and exhibits required to be provided or filed with such Form 8-K in a word format agreed upon by the Trustee and Depositor, Seller or Servicer and (iii) the Depositor or the Trustee, to the extent the reportable item pertains to such party, shall notify the Servicer thereof by telephone. 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 consulting with the Depositor or Servicer in 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 consulting with the Depositor or Servicer before 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event. After preparing the Form 8-K on behalf of the Depositor, the Trustee shall, if required, forward electronically a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than one and one-half Business Days after receiving a final copy of the Form 8-K from the Trustee, a duly authorized representative of the Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 8-K; provided that the Depositor has notified the Trustee that it approves of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will, pursuant to this Agreement, make available on its internet website a final executed copy of each Form 8-K. The Trustee will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 days after each Distribution Date, the Trustee 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 (XXXXX), a Form 10-D with (1) a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Any other information provided to the Trustee by the Servicer or Depositor to be included in Form 10-D 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 ~~- 100 -~~ failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. As set forth in Schedule Y hereto, within 5 calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the Depositor and the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form (with a copy to the Servicer), or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the 8th calendar day after the distribution date. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review by the 9th calendar day after the Distribution Date. No later than 2 business days after receipt of a final copy after the related Distribution Date, unless the Servicer receives a notice from the Trustee as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the Trustee per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. the Trustee will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the trust), the Trustee shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the Trust Fund. 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, (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on Assessment of Compliance with Servicing Criteria for each Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and the Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates, Series 2006-Ahl1)

Periodic Filings. As set forth on Schedule X V hereto, for so long as the ~~Trust~~ Issuing Entity is subject to the Exchange Act reporting requirements, no later than the end of business on the ~~2nd~~ second Business Day after the occurrence of an event requiring disclosure on Form 8-K (a "reportable event") (i) the Depositor, the Sponsor or the 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 (ii) shall have delivered to the ~~Trustee~~Trustee no later than two (2) Business Days prior to the filing deadline for such Form 8-K, all information, data, and exhibits required to be provided or filed with such Form 8-K in ~~a word~~ an XXXXX-compatible format agreed upon by the Trustee and Depositor, ~~Seller~~ Sponsor or ~~Servicer and (iii) the Depositor or the Trustee, to the extent the reportable item pertains to such party, shall notify the Servicer thereof by telephone~~Servicer. 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 consulting with the Depositor or Servicer in 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 consulting with the Depositor or Servicer before 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing ~~deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event~~deadline. After preparing the Form 8-K on behalf of the Depositor, the Trustee ~~shall, if required,~~ shall forward electronically a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than ~~one and one-half~~ the end of business on the second Business ~~Days~~ Day after receiving a final copy of the Form 8-K from the Trustee, a duly authorized representative of the Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 8-KK within two (2) Business Days; provided that the Depositor has notified the Trustee in writing that it approves of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing a Form 8-K with the Commission, the Trustee ~~will, pursuant to this Agreement,~~ will make available on its internet website a final executed copy of each Form 8-K. The Trustee will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the Trustee's inability or failure to obtain or receive any information or signatures needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 fifteen (15) days after each Distribution Date, the Trustee shall, on behalf of the ~~Trust~~ Issuing Entity and in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (XXXXX), a Form 10-D with ~~(1)~~ a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Any other information provided to the Trustee by the Servicer or Depositor to be included in Form 10-D shall be determined and prepared by and at the direction of the Depositor pursuant to the following ~~paragraph~~ paragraph, and the Trustee will have no duty or liability for any ~~- 100 -~~ failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. The Depositor shall notify the Trustee of its intent to provide Additional Form 10-D Disclosure prior to the related Distribution Date. As set forth in Schedule Y W hereto, within 5 five (5) calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the 95 Depositor and the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, will forward to the Trustee in XXXXX-compatible form (with a copy to the Servicer), or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the ~~8th~~ fifth (5th) calendar day after the ~~distribution date~~related Distribution Date. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review by the 9th calendar day after the Distribution Date. No later than 2 business days after receipt of a final copy after the related Distribution Date, unless the Servicer receives a notice from the Trustee as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the Trustee per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. the Trustee will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the trust), the Trustee shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the Trust Fund. 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, (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on Assessment of Compliance with Servicing Criteria for each Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and the Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Specialty Underwriting & Residential Finance Trust, Series 2006-Bc2)

Periodic Filings. As set forth on Schedule X hereto, for so long as the ~~Trust~~ Issuing Entity is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of an event requiring disclosure on Form 8K (a "reportable event") (i) the Depositor, the ~~Sponsor~~ Sponsor, the Master Servicer, the Securities Administrator, the Trustee or the ~~Servicer~~ Servicers shall have timely notified the ~~Trustee~~ Master Servicer and the Securities Administrator of an item reportable on a Form 8-K (unless such item is specific to the ~~Trustee~~Securities Administrator, in which case the ~~Trustee~~ Securities Administrator will be deemed to have notice), (ii) the Trustee, the Depositor, the Sponsor, the Servicer or the Master Servicer shall have delivered to the ~~Trustee~~Master Servicer and Securities Administrator, all information, data, and exhibits required to be provided or filed with such Form 8-K in a word format agreed upon by the ~~Trustee~~ Master Servicer, the Securities Administrator and Depositor, ~~Seller~~ Sponsor, the Master Servicer, the Trustee or the related Servicer and (iii) the Depositor or the ~~Trustee~~Master Servicer and Securities Administrator, to the extent the reportable item pertains to such party, shall notify the Master Servicer thereof by telephone. The ~~Trustee~~ Securities Administrator 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~~Securities Administrator, in which case the ~~Trustee~~ Securities Administrator will be responsible for consulting with the Depositor or and Master Servicer in 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~~Securities Administrator, in which case the ~~Trustee~~ Securities Administrator will be responsible for consulting with the ~~Depositor~~ Depositor, Master Servicer, Trustee or related Servicer before 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event. After preparing the Form 8-K on behalf of the Depositor, the ~~Trustee~~ Securities Administrator shall, if required, forward electronically a draft copy of the Form 8-K to the Depositor and ~~the~~ Master Servicer for review. No later than one and one-half Business Days after receiving a final copy of the Form 8-K from the ~~Trustee~~Securities Administrator, a duly authorized representative of the Master Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the ~~Trustee~~ Securities Administrator and the ~~Trustee~~ Securities Administrator shall file such Form 8-K; provided that the Depositor has notified the ~~Trustee~~ Securities Administrator and Master Servicer that it approves of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the ~~Trustee~~ Securities Administrator will follow the procedures set forth in this Agreement. After filing with the Commission, the ~~Trustee~~ Securities Administrator will, pursuant to this Agreement, make available on its internet website a final executed copy of each Form 8-K. The ~~Trustee~~ Securities Administrator will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the ~~Trustee~~Securities Administrator's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 days after each Distribution Date, the ~~Trustee~~ Securities Administrator shall, on behalf of the ~~Trust~~ Issuing Entity and in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (XXXXX), a Form 10-D with (1) a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Any other information provided to the ~~Trustee~~ Securities Administrator by the ~~Servicer~~ Master Servicer, the Securities Administrator, the Servicers the Trustee or Depositor to be included in Form 10-D shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the ~~Trustee~~ Securities Administrator will have no duty or liability for any ~~- 100 -~~ failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. As set forth in Schedule Y hereto, within 5 calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the Depositor and the Master Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, forward to the ~~Trustee~~ Securities Administrator in XXXXX-compatible form (with a copy to the Master Servicer), or in such other form as otherwise agreed upon by the ~~Trustee~~ Securities Administrator and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the 8th calendar day after the ~~distribution date~~Distribution Date. The Depositor will be responsible for any reasonable fees and expenses incurred by the ~~Trustee~~ Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the ~~Trustee~~ Securities Administrator will forward electronically a draft copy of the Form 10-D to the Depositor and the Master Servicer for review by the 9th calendar day after the Distribution Date. No later than 2 business days after receipt of a final copy after the related Distribution Date, unless the Master Servicer receives a notice from the ~~Trustee~~ Securities Administrator as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Master Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the ~~Trustee~~ Securities Administrator and the ~~Trustee~~ Securities Administrator shall file such Form 10-D within two business days. Unless the Master Servicer shall have received notice from the ~~Trustee~~ Securities Administrator to the contrary, the ~~Trustee~~ Securities Administrator will be deemed to have represented to the Master Servicer that the ~~monthly statement~~ Monthly Statement has been properly prepared by the ~~Trustee~~ Securities Administrator and the Master Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the ~~Trustee~~ Securities Administrator per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the ~~Trustee~~ Securities Administrator will follow the procedures set forth in this Agreement. After filing with the Commission, the ~~Trustee~~ Securities Administrator will make available on its internet website a final executed copy of each Form 10-D. ~~the Trustee~~ The Securities Administrator will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the ~~Trustee~~Securities Administrator's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the ~~trust~~Issuing Entity), the ~~Trustee~~ Securities Administrator shall, on behalf of the ~~Trust~~ Issuing Entity and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form ~~10 -K~~ 10-K with respect to the ~~Trust Fund~~Issuing Entity. Such Form 10-K shall include the following items, in each case to the extent they have been delivered to the ~~Trustee~~ Securities Administrator within the applicable time frames set forth in this Agreement, (i) an annual compliance statement for ~~the~~ each Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on Assessment of Compliance with Servicing Criteria for each of the Master Servicer, Securities Administrator, Custodian, Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any ~~Reporting~~ Servicer's report on ~~assessment~~ Assessment of ~~compliance~~ Compliance with ~~servicing criteria~~ Servicing Criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on ~~assessment~~ Assessment of ~~compliance~~ Compliance with ~~servicing criteria~~ Servicing Criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for each of the ~~Servicer~~ Master Servicer, Securities Administrator, Custodian and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Master Servicer. Any disclosure or information in addition to (i) through (iv) 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 neither the ~~Trustee~~ Master Servicer nor the Securities Administrator will have no any 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the ~~Trust~~ Issuing Entity is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and the ~~Servicer~~Securities Administrator, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the ~~Trustee~~ Securities Administrator in XXXXX-compatible form, or in such other form as otherwise agreed upon by the ~~Trustee~~ Securities Administrator and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the ~~Trustee~~ Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-He5)

Periodic Filings. As set forth on Schedule X U hereto, for so long as the ~~Trust~~ Issuing Entity is subject to the Exchange Act reporting requirements, no later than the end of business on the ~~2nd~~ second Business Day after the occurrence of an event requiring disclosure on Form 8-K (a "reportable event") (i) the Depositor, the Sponsor or the 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 (ii) shall have delivered to the ~~Trustee~~Trustee no later than two (2) 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 in ~~a word~~ an XXXXX-compatible format agreed upon by the Trustee and Depositor, ~~Seller~~ Sponsor or ~~Servicer and (iii) the Depositor or the Trustee, to the extent the reportable item pertains to such party, shall notify the Servicer thereof by telephone~~Servicer. 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 consulting with the Depositor or Servicer in 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 consulting with the Depositor or Servicer before 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~~ data, signatures and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing ~~deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event~~deadline. After preparing the Form 8-K on behalf of the Depositor, the Trustee ~~shall, if required,~~ shall forward electronically a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than ~~one and one-half~~ the end of business on the second Business ~~Days~~ Day after receiving a final copy of the Form 8-K from the Trustee, a duly authorized representative of the Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 8-~~K; provided that the Depositor has notified the Trustee that it approves of the form and substance of such Form 8-K.~~ K within two (2) Business Days. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing a Form 8-K with the Commission, the Trustee ~~will, pursuant to this Agreement,~~ will make available on its internet website a final executed copy of each Form 8-K. The Trustee will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 fifteen (15) days after each Distribution Date, the Trustee shall, on behalf of the ~~Trust~~ Issuing Entity and in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (XXXXX), a Form 10-D with ~~(1)~~ a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Any other information provided to the Trustee by the Servicer or Depositor to be included in Form 10-D shall be determined and prepared by and at the direction of the Depositor pursuant to the following ~~paragraph~~ paragraph, and the Trustee will have no duty or liability for any ~~- 100 -~~ failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. The Depositor shall notify the Trustee of its intent to provide Additional Form 10-D Disclosure prior to the related Distribution Date. As set forth in Schedule Y V hereto, within 5 five (5) calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the Depositor and the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, will forward to the Trustee in XXXXX-compatible ~~form (with a copy to the Servicer)~~form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the ~~8th~~ fifth (5th) calendar day after the ~~distribution date~~related Distribution Date. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review by the 9th calendar day after the Distribution Date. No later than 2 business days after receipt of a final copy after the related Distribution Date, unless the Servicer receives a notice from the Trustee as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the Trustee per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. the Trustee will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the trust), the Trustee shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the Trust Fund. 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, (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on Assessment of Compliance with Servicing Criteria for each Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and the Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)

Periodic Filings. ~~As set forth on Schedule X hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd~~ Within four (4) Business ~~Day~~ Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a "~~reportable event~~Reportable Event"~~) (i)~~ ), and if requested by the ~~Depositor~~Depositor and to the extent it receives the Form 8-K Disclosure Information described below, the ~~Sponsor or~~ Trustee shall prepare and file on behalf of the ~~Servicer shall have timely notified the Trustee of an item reportable on~~ Issuing Entity a Form 8-~~K (unless such item is specific to the Trustee~~K, ~~in which case the Trustee will be deemed to have notice), (ii) shall have delivered to the Trustee, all information, data, and exhibits~~ as required ~~to be provided or filed with such Form 8-K in a word format agreed upon~~ by the ~~Trustee and Depositor~~Exchange Act, ~~Seller or Servicer and (iii)~~ provided that the Depositor or shall file the Trustee, to the extent the reportable item pertains to such party, shall notify the Servicer thereof by telephone. The Trustee shall not be responsible for determining what information is required to be filed on a initial Form 8-K in connection with the ~~transactions contemplated~~ 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, pursuant to the paragraph immediately below, be reported by ~~this Agreement~~ the parties set forth on Schedule X and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information absent such reporting, direction and approval. For so long as the Issuing Entity is subject to the reporting requirements of the Exchange Act, following the occurrence of a Reportable Event (~~unless such information is specific~~ i) each party listed on Schedule X hereto shall use commercially reasonable best efforts to provide immediate notice to the Trustee, the Depositor and the Servicer, by fax and by phone or by e-mail and by phone (using the contact information set forth in ~~which~~ Section 10.05 or, in the case of the Trustee, set forth on Exhibit T) and the Trustee will forward by fax or by email to the Servicer by the next Business Day the signature page for the Form 8-K, AND (ii) each such party shall be required to provide to the Trustee, the Servicer and the Depositor, to the extent known, in word format or such other EDGAR-compatible format as agreed upon by the Trustee, the Depositor anx xxxh party, the Form 8-K Disclosure Information described on Schedule X applicable to such party, together with the form set forth on Exhibit T (the "Additional Disclosure Notification") by Noon New York City time on the second Business Day following the occurrence of such Reportable Event, and (iii) the Depositor, by the end of business New York City time on the second day following such Reportable Event, shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. The Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule X of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for ~~consulting~~ any reasonable fees and expenses assessed or incurred by the Trustee in connection with ~~the Depositor or Servicer in making such a determination) or what events shall cause a~~ including any 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 consulting with the Depositor or Servicer before causing such~~ Disclosure Information on Form 8-K pursuant 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable eventthis paragraph. After preparing the Form 8-~~K on behalf of the Depositor~~K, the Trustee ~~shall~~shall forward electronically, ~~if required~~no later than Noon New York City time on the third Business Day after the Reportable Event, ~~forward electronically~~ a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than ~~one and one-half~~ Noon New York City time on the fourth Business ~~Days~~ Day after ~~receiving a final copy of~~ the ~~Form 8-K from the Trustee~~Reportable Event, a ~~duly authorized representative~~ senior officer of the Servicer shall sign the ~~Form 8-K and return an electronic or fax copy of such signed~~ Form 8-K (with an original executed hard copy to follow by overnight ~~mail)~~ mail to the ~~Trustee and the Trustee shall file such Form 8-K; provided that the Depositor has notified the Trustee that it approves of the form and substance of such Form 8-K.~~ Trustee). If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in the third to last paragraph of this ~~Agreement~~Section 3.20. ~~After~~ Promptly (but no later than one (1) Business Day) after filing with the Commission, the Trustee ~~will, pursuant to this Agreement,~~ will make available on its internet website a final executed copy of each Form 8-K. K prepared by the Trustee. The signing party at the Servicer can be contacted at (503) 952-7351 or (503) 952-7958. The parties to this Agreement acknowlxxxx xxxx xxx perfxxxxxxx xx xxx Trustee ~~will have no obligation~~ or the Servicer of its respective duties under this Section 3.20 related to ~~prepare, execute or file such~~ the timely preparation and filing of Form 8-K or is contingent upon the other parties hereto strictly observing all applicable deadlines in the performance of their duties under this Section 3.20. Neither the Trustee nor the Servicer shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly ~~prepare, execute or~~ prepare and/or timely file such Form 8-~~K resulting~~ K, where such failure results from the Trustee's or the Servicer's, as applicable, inability or failure to ~~obtain or receive~~ receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-~~K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct.~~ K. Within 15 fifteen (15) days after each Distribution ~~Date~~Date (subject to permitted extensions under the Exchange Act), the Trustee shall, on behalf of the ~~Trust~~ Issuing Entity and in accordance with industry standards, prepare and file with the Securities and Exchange Commission (the "Commission") via the Electronic Data Gathering and Retrieval System (~~XXXXX~~EDGAR), a Form 10-D with (1) a copy of the report to the ~~Certificateholders~~ Certificateholxxxx for such Distribution Date as an exhibit thereto. Any ~~other information provided~~ necessary disclosure in addition to the ~~Trustee by the Servicer or Depositor~~ Monthly Statement that is required to be included in Form 10-D 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 - 100 - failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D ~~Disclosure~~Disclosure Information") as shall, pursuant to the paragraph immediately below, be reported by the parties set forth in on Exhibit T and directed and approved by the ~~next paragraph~~Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure Information absent such reporting, direction and approval. As set forth in Schedule Y hereto, for so long as the Issuing Entity is subject to the reporting requirements of the Exchange Act, within 5 five (5) calendar days after the related Distribution Date (i) ~~the parties hereto, as applicable, will~~ each party hereto shall be required to provide to the ~~Depositor~~ Depositor, the Servicer and the ~~Servicer~~Trustee, to the extent ~~known to such party~~known, any Additional Form 10-D Disclosure Information (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), ~~if applicable~~applicable to such party, and (ii) the ~~Depositor~~Depositor will approve, as to ~~the extent it deems necessary, forward to the Trustee in XXXXX-compatible~~ form ~~(with a copy to the Servicer)~~and substance, or ~~in such other form~~ disapprove, as ~~otherwise agreed upon by~~ the ~~Trustee and the Depositor~~case may be, the ~~form and substance~~ inclusion of the Additional Form 10-D Disclosure Information and shall forward such Additional Form 10-D Disclosure Information to the Trustee in word format or such other EDGAR-compatible format as agreed by the ~~8th calendar day after~~ Trustee and the ~~distribution date~~Depositor, togxxxxx with the Additional Disclosure Notification. The Trustee and the Servicer have no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule Y 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 incurred by the Trustee in connection with including any Additional Form 10-D Disclosure Information on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review by no later than four (4) Business Days prior to the ~~9th~~ 15th calendar day after the related Distribution Date. No later than ~~2 business days after receipt of a final copy~~ two (2) Business Days prior to the 15th calendar day after the related Distribution Date~~, unless the Servicer receives a notice from the Trustee as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D~~, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time ~~(because of notice from the Trustee per the previous sentence or otherwise)~~ or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in the third to last paragraph of this ~~Agreement~~Section. ~~After~~ Promptly (but not 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. The parties to this Agreement acknowledge that the performance by the Trustee or the Servicer of its respective duties under this Section 3.20 related to the timely preparation and filing of Form 10-D is contingent upon the other parties hereto strictly observing all applicable deadlines in the performance of their duties under this Section 3.20. Neither the Trustee nor the Servicer will have no any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, ~~execute or~~ and/or timely file such Form 10-D resulting from the Trustee's or the Servicer's, as applicable, inability or failure to ~~obtain or~~ receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the trust), the Trustee shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the Trust Fund. 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, (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on Assessment of Compliance with Servicing Criteria for each Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and the Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2007-He3)

Periodic Filings. As set forth on Schedule X III hereto, for so long as the ~~Trust~~ Issuing Entity is subject to the Exchange Act reporting requirements, no later than the end of business on the ~~2nd~~ second Business Day after the occurrence of an event requiring disclosure on Form 8K (a "reportable event") ), (i) the Depositor, the ~~Sponsor~~ Indenture Trustee, the Sponsor, the Servicer (and in the case of Countrywide, the Depositor shall cause such Servicer) or the Master Servicer shall have timely notified the ~~Trustee~~ Securities Administrator of an item reportable on a Form 8-K (unless such item is specific to the ~~Trustee~~Securities Administrator, in which case the ~~Trustee~~ Securities Administrator will be deemed to have notice), (ii) the Depositor, the Servicer, the Master Servicer and the Indenture Trustee shall have delivered to the ~~Trustee~~Securities Administrator, all information, data, and exhibits required to be provided or filed with such Form 8-K in a word format agreed upon by the ~~Trustee~~ Indenture Trustee, the Securities Administrator and Depositor, ~~Seller~~ Sponsor or ~~Servicer~~ Master Servicer, as applicable, and (iii) the ~~Depositor~~ Depositor, Servicers or the ~~Trustee~~Securities Administrator, to the extent the reportable item pertains to such party, shall notify the Master Servicer thereof by telephone. The ~~Trustee~~ Securities Administrator 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~~Securities Administrator, in which case the ~~Trustee~~ Securities Administrator will be responsible for consulting with the Depositor or Master Servicer in 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~~Securities Administrator, in which case the ~~Trustee~~ Securities Administrator will be responsible for consulting with the Depositor or Master Servicer before 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event. After preparing the Form 8-K on behalf of the Depositor, the ~~Trustee~~ Securities Administrator shall, if required, forward electronically a draft copy of the Form 8-K to the Depositor and ~~the~~ Master Servicer for review. No later than one and one-half Business Days after receiving a final copy of the Form 8-K from the ~~Trustee~~Securities Administrator, a duly authorized representative of the Master Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the ~~Trustee~~ Securities Administrator and the ~~Trustee~~ Securities Administrator shall file such Form 8-K; provided that the Depositor has notified the ~~Trustee~~ Securities Administrator and Master Servicer that it approves of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the ~~Trustee~~ Securities Administrator will follow the procedures set forth in this Agreement. After filing with the Commission, the ~~Trustee~~ Securities Administrator will, pursuant to this Agreement, make available on its internet website a final executed copy of each Form 8-K. The ~~Trustee~~ Securities Administrator will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the ~~Trustee~~Securities Administrator's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 fifteen (15) days after each ~~Distribution~~ Payment Date, the ~~Trustee~~ Securities Administrator shall, on behalf of the ~~Trust~~ Issuing Entity and in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (XXXXX), a Form 10-D with (1) a copy of the report to the ~~Certificateholders~~ Securityholders for such ~~Distribution~~ Payment Date as an exhibit thereto. Any other information provided to the ~~Trustee~~ Securities Administrator by a Servicer, the Master Servicer or Depositor to be included in Form 10-D shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the ~~Trustee~~ Securities Administrator will have no duty or liability for any ~~- 100 -~~ failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. As set forth in Schedule Y IV hereto, within 5 five (5) calendar days after the related ~~Distribution~~ Payment Date (i) the parties hereto, as applicable, will be required (and in the case of Countrywide, the Depositor will require Countrywide) to provide to the Depositor and the Master Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, shall forward to the ~~Trustee~~ Securities Administrator in XXXXX-compatible form (with a copy to the Master Servicer), or in such other form as otherwise agreed upon by the ~~Trustee~~ Securities Administrator and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the ~~8th~~ eighth calendar day after the ~~distribution date~~Payment Date. The Depositor will be responsible for any reasonable fees and expenses incurred by the ~~Trustee~~ Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the ~~Trustee~~ Securities Administrator will forward electronically a draft copy of the Form 10-D to the Depositor ~~and~~ (with a copy to the ~~Servicer~~ Master Servicer) for review by the ~~9th~~ ninth calendar day after the ~~Distribution~~ Payment Date. No later than ~~2 business days~~ two (2) Business Days after receipt of a final copy after the related ~~Distribution~~ Payment Date, unless the Master Servicer receives a notice from the ~~Trustee~~ Securities Administrator as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Master Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the ~~Trustee~~ Securities Administrator and the ~~Trustee~~ Securities Administrator shall file such Form 10-D within two ~~business days~~(2) Business Days. Unless the Master Servicer shall have received notice from the ~~Trustee~~ Securities Administrator to the contrary, the ~~Trustee~~ Securities Administrator will be deemed to have represented to the Master Servicer that the ~~monthly statement~~ Monthly Statement has been properly prepared by the ~~Trustee~~ Securities Administrator and the Master Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the ~~Trustee~~ Securities Administrator per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the ~~Trustee~~ Securities Administrator will follow the procedures set forth in this Agreement. After filing with the Commission, the ~~Trustee~~ Securities Administrator will make available on its internet website a final executed copy of each Form 10-D. ~~the Trustee~~ The Securities Administrator and Master Servicer will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the ~~Trustee~~Securities Administrator's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the ~~trust~~Issuing Entity), the ~~Trustee~~ Securities Administrator shall, on behalf of the ~~Trust~~ Issuing Entity and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the ~~Trust Fund~~Issuing Entity. Such Form 10-K shall include the following items, in each case to the extent they have been delivered to the ~~Trustee~~ Securities Administrator within the applicable time frames set forth in this Agreement, the Countrywide Servicing Agreement and each Custodial Agreement, (i) an annual compliance statement for ~~the Servicer~~ each Servicer, Master Servicer, Securities Administrator, and each Subservicer, and Subcontractor, if and as ~~described in~~ applicable, pursuant to Section 3.17 of this Agreement or the Countrywide Servicing Agreement, (ii)(A) the annual reports on Assessment of Compliance with Servicing Criteria for the Master Servicer, Securities Administrator, each Servicer, ~~Subservicer~~ Subservicer, Subcontractor and ~~Subcontractor~~ each Custodian (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of this Agreement or the Countrywide Servicing Agreement or in the applicable Custodial Agreement, and (B) if any ~~Reporting~~ Servicer's report on ~~assessment~~ Assessment of ~~compliance~~ Compliance with ~~servicing criteria~~ Servicing Criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on ~~assessment~~ Assessment of ~~compliance~~ Compliance with ~~servicing criteria~~ Servicing Criteria described in Section 3.18 of this Agreement or the Countrywide Servicing 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, (iii)(A) the registered public accounting firm attestation report for the ~~Servicer~~ Master Servicer, Securities Administrator, each Servicer, each Subservicer, each Subcontractor and each ~~Subservicer~~Custodian, as described in Section 3.18 of this Agreement or the Countrywide Servicing Agreement or in the applicable Custodial Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx ~~Certification~~ Certificate in the form attached hereto as Exhibit TG, executed by the senior officer in charge of securitizations of the Master Servicer. Any disclosure or information in addition to (i) through (iv) 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 neither the ~~Trustee~~ Master Servicer nor the Securities Administrator will have no a 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. As set forth in Schedule Z V hereto, no later than March 12 of each year that the ~~Trust~~ Issuing Entity is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required (and with respect to Countrywide, the Depositor shall cause such Servicer) to provide to the ~~Depositor~~ Depositor, the Securities Administrator and the Master Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the ~~Trustee~~ Securities Administrator in XXXXX-compatible form, or in such other form as otherwise agreed upon by the ~~Trustee~~ Securities Administrator and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the ~~Trustee~~ Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Appears in 1 contract

Samples: Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-Sl2)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust, Series 2007-Ff2)

Periodic Filings. As set forth on Schedule X hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of an event requiring disclosure on Form 8K (a "reportable event") (i) the Depositor, the Sponsor or the 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 (ii) shall have delivered to the ~~Trustee~~Trustee no later than two Business Days prior to the filing deadline for such Form 8-K, all information, data, and exhibits required to be provided or filed with such Form 8-K in a word format agreed upon by the Trustee and Depositor, Seller or ~~Servicer and (iii) the Depositor or the Trustee, to the extent the reportable item pertains to such party, shall notify the Servicer thereof by telephone~~Servicer. 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 -97- contemplated by this Agreement (unless such information is specific to the Trustee, in which case the Trustee will be responsible for consulting with the Depositor or Servicer in 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 consulting with the Depositor or Servicer before 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event. After preparing the Form 8-K on behalf of the Depositor, the Trustee shall, if required, forward electronically a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than one and one-half Business Days after receiving a final copy of the Form 8-K from the Trustee, a duly authorized representative of the Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 8-K; provided that the Depositor has notified the Trustee that it approves of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will, pursuant to this Agreement, make available on its internet website a final executed copy of each Form 8-K. The Trustee will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 days after each Distribution Date, the Trustee 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 (~~XXXXX~~EDGAR), a Form 10-D with (1) a copy of the report to the ~~Certificateholders~~ Certificatehoxxxxx for such Distribution Date as an exhibit thereto. Any other information provided to the Trustee by the Servicer or Depositor to be included in Form 10-D 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 ~~- 100 -~~ failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. As set forth in Schedule Y hereto, within 5 calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the Depositor and the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, forward to the Trustee in ~~XXXXX~~EDGAR-compatible form (with a copy to the Servicer), or in such other ~~form~~ xxxx as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the 8th calendar day after the distribution date. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review by the 9th calendar day after the Distribution Date. No later than 2 business days after receipt of a final copy after the related Distribution Date, unless the Servicer receives a notice from the Trustee as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the Trustee per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. the Trustee will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the trust), the Trustee shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the Trust Fund. 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, (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on Assessment of Compliance with Servicing Criteria for each Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and the Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates, Series 2006-Rm1)

Periodic Filings. As set forth on Schedule X hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of an event requiring disclosure on Form 8K (a "reportable event") (i) the Depositor, the Sponsor or the 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), (ii) shall have delivered to the Trustee, all information, data, and exhibits required to be provided or filed with such Form 8-K in a word format agreed upon by the Trustee and Depositor, Seller or Servicer and (iii) the Depositor or the Trustee, to the extent the reportable item pertains to such party, shall notify the Servicer thereof by telephone. 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 consulting with the Depositor or Servicer in 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 consulting with the Depositor or Servicer before 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 and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline and with respect to signatures, by noon, New York City time, on the fourth Business Day after the reportable event. After preparing the Form 8-K on behalf of the Depositor, the Trustee shall, if required, forward electronically a draft copy of the Form 8-K to the Depositor and the Servicer for review. No later than one and one-half Business Days after receiving a final copy of the Form 8-K from the Trustee, a duly authorized representative of the Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 8-K; provided that the Depositor has notified the Trustee that it approves of the form and substance of such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will, pursuant to this Agreement, make available on its internet website a final executed copy of each Form 8-K. The Trustee will have no obligation to prepare, execute or file such Form 8-K or any liability with respect to any failure to properly prepare, execute or file such Form 8-K resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 8-K within the time frames required by this paragraph, not resulting from its own negligence, bad faith or willful misconduct. Within 15 days after each Distribution Date, the Trustee 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 (XXXXX), a Form 10-D with (1) a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto. Any other information provided to the Trustee by the Servicer or Depositor to be included in Form 10-D 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 ~~- 100 -~~ failure hereunder to determine or prepare any additional information on Form 10-D ("Additional Form 10-D Disclosure") as set forth in the next paragraph. As set forth in Schedule Y hereto, within 5 calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to provide to the Depositor and the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Depositor, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form (with a copy to the Servicer), or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-D Disclosure by the 8th calendar day after the distribution date. The Depositor will be responsible for any reasonable fees and expenses incurred by the -105- Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D at the direction of the Depositor, the Trustee will forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review by the 9th calendar day after the Distribution Date. No later than 2 business days after receipt of a final copy after the related Distribution Date, unless the Servicer receives a notice from the Trustee as described below or a notice from the Depositor that it has discovered a material deficiency or irregularity with respect to such Form 10-D, a duly authorized representative of the Servicer shall sign the Form 10-D and return an electronic or fax copy of such Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee and the Trustee shall file such Form 10-D within two business days. Unless the Servicer shall have received notice from the Trustee to the contrary, the Trustee will be deemed to have represented to the Servicer that the monthly statement has been properly prepared by the Trustee and the Servicer may rely upon the accuracy thereof in it execution of the Form 10-D. If a Form 10-D cannot be filed on time (because of notice from the Trustee per the previous sentence or otherwise) or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in this Agreement. After filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D. the Trustee will have no liability with respect to any failure to properly prepare, execute or file such Form 10-D resulting from the Trustee's inability or failure to obtain or receive any information needed to prepare, arrange for execution or file such Form 10-D on a timely basis. Prior to Xxxxx 00, 0000 (xxx, if applicable, prior to the 90th calendar day after the end of the fiscal year for the trust), the Trustee shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via XXXXX a Form 10 -K with respect to the Trust Fund. 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, (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 3.17 of the Agreement, (ii)(A) the annual reports on Assessment of Compliance with Servicing Criteria for each Servicer, Subservicer and Subcontractor (unless the Depositor has determined that such compliance statement is not required by Regulation AB), as described in Section 3.18 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 3.18 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 3.18 of the 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, (iii)(A) the registered public accounting firm attestation report for the Servicer and each Subservicer, as described in Section 3.18 of the Agreement, and (B) if any registered public accounting firm attestation report described in the Section 3.18 of the 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 (iv) a Xxxxxxxx-Xxxxx Certification in the form attached hereto as Exhibit T, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) 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. As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) certain parties to the transaction shall be required to provide to the Depositor and the Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor shall, to the extent it deems necessary, forward to the Trustee in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor, the form and substance of the Additional Form 10-K Disclosure by March 15. The Depositor will be responsible for any reasonable fees and expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Mln1)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Opt1)

Common use of Periodic Filings Clause in Contracts