Exchange Act Reports. (a) Within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. (b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement: (i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05; (ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included; (A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and (iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. (c) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. (d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct. (e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 15 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-6 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-3 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-Ar11 Trust)
Exchange Act Reports. (a) Within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days (or, solely in the case of Item 7 of Exhibit S, the greater of five (5) calendar days or three (3) Business Days) after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20072008, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 20072008, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(c) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master Sprio
Appears in 12 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2007-Ar3 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2007-12 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2007-Ar4 Trust)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2023, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2023, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 4 contracts
Sources: Sale and Servicing Agreement (Deere John Capital Corp), Sale and Servicing Agreement (John Deere Receivables LLC), Sale and Servicing Agreement (John Deere Owner Trust 2022)
Exchange Act Reports. (a) Within The Indenture Trustee shall prepare for filing and file in accordance with the Exchange Act within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by Payment Date (subject to permitted extensions under the Exchange Act, in form and substance as required by ) with the Exchange Act. The Master Servicer shall file each Commission a Form 10-D with a copy copies of the related Distribution Date Monthly Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositorand, to the extent known delivered to the Indenture Trustee, no later than 10 days following the Payment Date, any other information identified by a Responsible Officer, in EDGAR-compatible format, the Issuer or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, (the form and substance of "Additional Designated Information") to be filed with the Commission. If the Issuer or Master Servicer directs that any Additional Designated Information is to be filed with any Form 10-D DisclosureD, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, Issuer or disapproveMaster Servicer, as the case may be, shall specify the inclusion of the Additional item on Form 10-D Disclosure to which the information is responsive and, with respect to any exhibit to be filed on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the exhibit number. Any Additional Designated Information to be filed on Form 10-D contains shall be delivered to the Indenture Trustee in EDGAR-compatible form. The Indent▇▇▇ ▇rustee shall prepare for filing and file any Additional amendment to any Form 10-D Disclosure, previously filed with the Commission with respect to the Issuer at the request of the Issuer or the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a)Servicer. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional sign each Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, filed on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange ActIssuer. Each such Form 10-K The Indenture Trustee shall include the following items, in each case encode these filings to provide for automated filing notification instructions to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
Countrywide MBS Surveillance Group at its email address at SAGroup@countrywide.com (i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or informat an▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion ▇▇ ▇▇▇▇▇▇▇ted in writing by the Master Servicer) in its EDGAR submissions when making the▇▇ ▇▇lings.
(b) Other than the reports required to be filed on behalf of the Issuer by the Indenture Trustee pursuant to Section 7.03(a), the Issuer shall:
(i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing file with the Commission, the Master Servicer will make available on Indenture Trustee, and the Credit Enhancer copies of the annual reports and of the information, documents, and other reports (or copies of the portions of any of these the Commission prescribes in its internet website a final executed copy of each Form 10-K. No later than March 5 (rules and regulations) that the Issuer may be required to file with a 10 calendar day cure period, but in no event later than March 15the Commission pursuant to Section 13 or 15(d) of each year that the Trust Exchange Act, within 15 days after the Issuer is subject required to file the same with the Commission;
(ii) file with the Indenture Trustee, the Credit Enhancer, and the Commission in accordance with the Commission's rules and regulations any additional information, documents, and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture the rules and regulations require; and
(iii) supply to the Exchange Act reporting requirementsIndenture Trustee and the Credit Enhancer summaries of any information, commencing in March 2007documents, and reports required to be filed by the Issuer pursuant to clauses (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) of this Section and by the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in rules and regulations of the form attached hereto as Exhibit V, Commission (and the Depositor will approve, as Indenture Trustee shall transmit them by mail to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer all Noteholders described in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this TIA Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b313(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct).
(c) Within four (4) Business Days after Unless the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the DepositorIssuer otherwise determines, the Master Servicer shall prepare, an authorized officer fiscal year of the Master Servicer Issuer shall sign, and the Master Servicer shall file with the Commission, end on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy December 31 of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconductyear.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 4 contracts
Sources: Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2005-J), Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2005-M), Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2005-L)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2018, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2018, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 4 contracts
Sources: Sale and Servicing Agreement (John Deere Owner Trust 2017-B), Sale and Servicing Agreement (John Deere Owner Trust 2017-B), Sale and Servicing Agreement (John Deere Owner Trust 2017)
Exchange Act Reports. (a) Within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days (or, solely in the case of Item 7 of Exhibit S, the greater of five (5) calendar days or three (3) Business Days) after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(c) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master Sprio
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-19 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-9 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-10 Trust)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2019, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2019, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 4 contracts
Sources: Sale and Servicing Agreement (John Deere Owner Trust 2018-B), Sale and Servicing Agreement (John Deere Owner Trust 2018-B), Sale and Servicing Agreement (John Deere Owner Trust 2018)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2022, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2022, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 4 contracts
Sources: Sale and Servicing Agreement (John Deere Owner Trust 2021-B), Sale and Servicing Agreement (John Deere Owner Trust 2021-B), Sale and Servicing Agreement (John Deere Owner Trust 2021)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2020, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2020, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 4 contracts
Sources: Sale and Servicing Agreement (John Deere Owner Trust 2019-B), Sale and Servicing Agreement (John Deere Owner Trust 2019-B), Sale and Servicing Agreement (John Deere Owner Trust 2019)
Exchange Act Reports. (a) Within The Indenture Trustee shall prepare for filing and file in accordance with the Exchange Act within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by Payment Date (subject to permitted extensions under the Exchange Act, in form and substance as required by ) with the Exchange Act. The Master Servicer shall file each Commission a Form 10-D with a copy copies of the related Distribution Date Monthly Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositorand, to the extent known delivered to the Indenture Trustee, no later than 5 days following the Payment Date, any other information identified by a Responsible Officer, in EDGAR-compatible format, the Issuer or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, (the form and substance of "Additional Designated Information") to be filed with the Commission. If the Issuer or Master Servicer directs that any Additional Designated Information is to be filed with any Form 10-D DisclosureD, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, Issuer or disapproveMaster Servicer, as the case may be, shall specify the inclusion of the Additional item on Form 10-D Disclosure to which the information is responsive and, with respect to any exhibit to be filed on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the exhibit number. Any Additional Designated Information to be filed on Form 10-D shall be delivered to the Indenture Trustee in ▇▇▇▇▇-compatible form. If no Additional Designated Information is provided to the Indenture Trustee by the 5th day after a Payment Date, the Indenture Trustee will not be required to include such information in the Form 10-D contains filing for the Payment Date. The Indenture Trustee shall prepare for filing and file any Additional amendment to any Form 10-D Disclosure, previously filed with the Commission with respect to the Issuer at the request of the Issuer or the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a)Servicer. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional sign each Form 10-D Disclosure filed on Form 10-D pursuant behalf of the Issuer. The Indenture Trustee shall encode these filings to this paragraphprovide for automated filing notification instructions to the Countrywide MBS Surveillance Group at its email address at ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or at any other address designated in writing by the Master Servicer) in its ▇▇▇▇▇ submissions when making these filings.
(b) Within 90 days after Other than the end of each fiscal year reports required to be filed on behalf of the Trust or such earlier date as may be required Issuer by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each yearIndenture Trustee pursuant to Section 7.03(a), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall Issuer shall:
(i) file with the Commission, on behalf the Indenture Trustee, and the Credit Enhancer copies of the Trustannual reports and of the information, a Form 10-Kdocuments, and other reports (or copies of the portions of any of these the Commission prescribes in form its rules and substance as regulations) that the Issuer may be required by to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Each such Form 10-K shall include , within 15 days after the following items, in each case Issuer is required to file the extent they have been delivered to same with the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05Commission;
(ii) (A) file with the annual reports on assessment of compliance with servicing criteria for the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable)Credit Enhancer, and each Servicing Function Participantthe Commission in accordance with the Commission's rules and regulations any additional information, as described under Section 3.11(a)documents, and (B) if any party's report on assessment reports with respect to compliance by the Issuer with the conditions and covenants of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included this Indenture the rules and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not includedregulations require; and
(iviii) a certificationsupply to the Indenture Trustee and the Credit Enhancer summaries of any information, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicabledocuments, and any directives or interpretations thereof reports required to be filed by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion Issuer pursuant to clauses (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) of this Section and by the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in rules and regulations of the form attached hereto as Exhibit V, Commission (and the Depositor will approve, as Indenture Trustee shall transmit them by mail to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer all Noteholders described in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this TIA Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b313(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct).
(c) Within four (4) Business Days after Unless the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the DepositorIssuer otherwise determines, the Master Servicer shall prepare, an authorized officer fiscal year of the Master Servicer Issuer shall sign, and the Master Servicer shall file with the Commission, end on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy December 31 of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconductyear.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 3 contracts
Sources: Indenture (CWHEQ Revolving Home Equity Loan Asset Backed Notes, Series 2006-C), Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2006-E), Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2006-F)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 20XX, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 20XX, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 3 contracts
Sources: Sale and Servicing Agreement (John Deere Receivables, Inc.), Sale and Servicing Agreement (John Deere Receivables, Inc.), Sale and Servicing Agreement (John Deere Receivables, Inc.)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2017, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2017, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (John Deere Owner Trust 2016-B), Sale and Servicing Agreement (John Deere Owner Trust 2016-B)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2017, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2017, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (John Deere Owner Trust 2016), Sale and Servicing Agreement (John Deere Owner Trust 2016)
Exchange Act Reports. (a) Within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20072009, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or informinf▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion dition to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 20072009, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(c) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. Any amendment to any previously filed Form 8-K, 10-D or 10-K shall be prepared, signed and filed by the Master Servicer. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms Form 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2008-Ar1 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2008 -1 Trust)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2021, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2021, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case Depositor. Table of Form 8-KContents
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (John Deere Owner Trust 2020-B), Sale and Servicing Agreement (John Deere Owner Trust 2020-B)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2023, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2023, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in E▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Deere John Capital Corp), Sale and Servicing Agreement (John Deere Receivables LLC)
Exchange Act Reports. (a) Within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or informinformation ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(c) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-Ar4 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-4 Trust.)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2015, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2015, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (John Deere Owner Trust 2014-B), Sale and Servicing Agreement (John Deere Owner Trust 2014)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2021, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2021, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (John Deere Owner Trust 2020), Sale and Servicing Agreement (John Deere Owner Trust 2020)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2024, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2024, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Deere John Capital Corp), Sale and Servicing Agreement (John Deere Receivables LLC)
Exchange Act Reports. (a) Within The Indenture Trustee shall prepare for filing and file in accordance with the Exchange Act within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by Payment Date (subject to permitted extensions under the Exchange Act, in form and substance as required by ) with the Exchange Act. The Master Servicer shall file each Commission a Form 10-D with a copy copies of the related Distribution Date Monthly Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositorand, to the extent known delivered to the Indenture Trustee, no later than 5 days following the Payment Date, any other information identified by a Responsible Officer, in EDGAR-compatible format, the Issuer or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, (the form and substance of "Additional Designated Information") to be filed with the Commission. If the Issuer or Master Servicer directs that any Additional Designated Information is to be filed with any Form 10-D DisclosureD, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, Issuer or disapproveMaster Servicer, as the case may be, shall specify the inclusion of the Additional item on Form 10-D Disclosure to which the information is responsive and, with respect to any exhibit to be filed on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the exhibit number. Any Additional Designated Information to be filed on Form 10-D shall be delivered to the Indenture Trustee in EDGAR-compatible form. If no Additional Designated Information is ▇▇▇▇▇ded to the Indenture Trustee by the 5th day after a Payment Date, the Indenture Trustee will not be required to include such information in the Form 10-D contains filing for the Payment Date. The Indenture Trustee shall prepare for filing and file any Additional amendment to any Form 10-D Disclosure, previously filed with the Commission with respect to the Issuer at the request of the Issuer or the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a)Servicer. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional sign each Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, filed on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange ActIssuer. Each such Form 10-K The Indenture Trustee shall include the following items, in each case encode these filings to provide for automated filing notification instructions to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth Countrywide MBS Surveillance Group at its email address at SAGroup@countrywide.com (or at any other address designated in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇wri▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ion ▇▇▇ ▇▇▇▇icer) in its EDGAR submissions when making these filings.
(b) Other than ▇▇▇ reports required to be filed on behalf of the Issuer by the Indenture Trustee pursuant to Section 7.03(a), the Issuer shall:
(i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing file with the Commission, the Master Servicer will make available on Indenture Trustee, and the Credit Enhancer copies of the annual reports and of the information, documents, and other reports (or copies of the portions of any of these the Commission prescribes in its internet website a final executed copy of each Form 10-K. No later than March 5 (rules and regulations) that the Issuer may be required to file with a 10 calendar day cure period, but in no event later than March 15the Commission pursuant to Section 13 or 15(d) of each year that the Trust Exchange Act, within 15 days after the Issuer is subject required to file the same with the Commission;
(ii) file with the Indenture Trustee, the Credit Enhancer, and the Commission in accordance with the Commission's rules and regulations any additional information, documents, and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture the rules and regulations require; and
(iii) supply to the Exchange Act reporting requirementsIndenture Trustee and the Credit Enhancer summaries of any information, commencing in March 2007documents, and reports required to be filed by the Issuer pursuant to clauses (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) of this Section and by the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in rules and regulations of the form attached hereto as Exhibit V, Commission (and the Depositor will approve, as Indenture Trustee shall transmit them by mail to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer all Noteholders described in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this TIA Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b313(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct).
(c) Within four (4) Business Days after Unless the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the DepositorIssuer otherwise determines, the Master Servicer shall prepare, an authorized officer fiscal year of the Master Servicer Issuer shall sign, and the Master Servicer shall file with the Commission, end on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy December 31 of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconductyear.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 2 contracts
Sources: Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2007-C), Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2007-B)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2014, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2014, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (John Deere Owner Trust 2013-B), Sale and Servicing Agreement (John Deere Owner Trust 2013)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due not less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2013, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2013, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in E▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Persons that are outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 1 contract
Sources: Sale and Servicing Agreement (John Deere Owner Trust 2012-B)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 20[__], a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 20[__], the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in E▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 1 contract
Sources: Sale and Servicing Agreement (John Deere Receivables LLC)
Exchange Act Reports. (a) Within The Indenture Trustee shall prepare for filing and file in accordance with the Exchange Act within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by Payment Date (subject to permitted extensions under the Exchange Act, in form and substance as required by ) with the Exchange Act. The Master Servicer shall file each Commission a Form 10-D with a copy copies of the related Distribution Date Monthly Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositorand, to the extent known delivered to the Indenture Trustee, no later than 5 days following the Payment Date, any other information identified by a Responsible Officer, in EDGAR-compatible format, the Issuer or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, (the form and substance of “Additional Designated Information”) to be filed with the Commission. If the Issuer or Master Servicer directs that any Additional Designated Information is to be filed with any Form 10-D DisclosureD, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, Issuer or disapproveMaster Servicer, as the case may be, shall specify the inclusion of the Additional item on Form 10-D Disclosure to which the information is responsive and, with respect to any exhibit to be filed on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the exhibit number. Any Additional Designated Information to be filed on Form 10-D shall be delivered to the Indenture Trustee in E▇▇▇▇-compatible form. If no Additional Designated Information is provided to the Indenture Trustee by the 5th day after a Payment Date, the Indenture Trustee will not be required to include such information in the Form 10-D contains filing for the Payment Date. The Indenture Trustee shall prepare for filing and file any Additional amendment to any Form 10-D Disclosure, previously filed with the Commission with respect to the Issuer at the request of the Issuer or the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a)Servicer. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional sign each Form 10-D Disclosure filed on Form 10-D pursuant behalf of the Issuer. The Indenture Trustee shall encode these filings to this paragraphprovide for automated filing notification instructions to the Countrywide MBS Surveillance Group at its email address at S▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or at any other address designated in writing by the Master Servicer) in its E▇▇▇▇ submissions when making these filings.
(b) Within 90 days after Other than the end of each fiscal year of the Trust or such earlier date as may reports required to be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, filed on behalf of the Trust, a Form 10-K, in form and substance as required Issuer by the Exchange Act. Each such Form 10-K shall include the following items, in each case Indenture Trustee pursuant to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementSection 7.03(a), the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing AgreementIssuer shall:
(i) an file with the Commission and the Indenture Trustee copies of the annual compliance statement for reports and of the Master Servicerinformation, documents, and other reports (or copies of the portions of any Additional Master Servicer of these the Commission prescribes in its rules and each Servicerregulations) that the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as described under Section 3.05within 15 days after the Issuer is required to file the same with the Commission;
(ii) (A) file with the annual reports on assessment of compliance Indenture Trustee and the Commission in accordance with servicing criteria for the Master ServicerCommission’s rules and regulations any additional information, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable)documents, and each Servicing Function Participant, as described under Section 3.11(a), reports with respect to compliance by the Issuer with the conditions and (B) if any party's report on assessment covenants of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included this Indenture the rules and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not includedregulations require; and
(iviii) a certificationsupply to the Indenture Trustee summaries of any information, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicabledocuments, and any directives or interpretations thereof reports required to be filed by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion Issuer pursuant to clauses (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) of this Section and by the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in rules and regulations of the form attached hereto as Exhibit V, Commission (and the Depositor will approve, as Indenture Trustee shall transmit them by mail to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer all Noteholders described in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this TIA Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b313(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct).
(c) Within four (4) Business Days after Unless the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the DepositorIssuer otherwise determines, the Master Servicer shall prepare, an authorized officer fiscal year of the Master Servicer Issuer shall sign, and the Master Servicer shall file with the Commission, end on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy December 31 of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconductyear.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 1 contract
Sources: Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2007-G)
Exchange Act Reports. (a) Within 15 days after each Distribution Date, the Master Servicer Securities Administrator shall prepare, an authorized officer of the Master Servicer Depositor shall sign, and the Master Servicer Securities Administrator shall file with the Commission, on behalf of the Trust, any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer Securities Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("“Additional Form 10-D Disclosure"”) shall be reported by the parties set forth on Exhibit S J and directed and approved by the Depositor, and the Master Servicer Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer Securities Administrator will follow the procedures set forth in Section 3.12(d3.05(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer Securities Administrator will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S J shall (i) provide to the Master Servicer Securities Administrator and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible ▇▇▇▇▇-compatible format, or in such other format as otherwise agreed ▇▇▇▇ upon by the Master Servicer Securities Administrator and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit VM, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S J of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer Securities Administrator shall forward electronically a draft copy of the Form 10-D to the Depositor for review. review prior to the Depositor signing such Form 10-D. Each party to this Agreement acknowledges that the performance by the Master Servicer Securities Administrator of its duties under this Section 3.12(a3.05(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a3.05(a). The Master Servicer Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's Securities Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 200720[__], the Master Servicer Securities Administrator shall prepare, a the senior officer of the Master Servicer Depositor in charge of securitization of the master servicing function Depositor shall sign, and the Master Servicer Securities Administrator shall file with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer Securities Administrator within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, Securities Administrator and any Additional Master Servicer and each ServicerSecurities Administrator, as described under Section 3.053.03;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master ServicerSecurities Administrator, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), Trustee and each Servicing Function Participant, as described under Section 3.11(a3.04(a), and (B) if any party's ’s report on assessment of compliance with Servicing Criteria described under Section 3.11(a3.04(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's ’s report on assessment of compliance with servicing criteria described under Section 3.11(a3.04(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(iii) (A) the registered public accounting firm attestation report for each of the Master ServicerSecurities Administrator, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), Trustee and each Servicing Function Participant, as described under Section 3.11(b3.04(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b3.04(b) 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 of why such report is not included; and
(iv) a certification, signed by a the senior officer of the Master Servicer Depositor in charge of securitization of the master servicing functionDepositor, in the form attached hereto as Exhibit P H-1 or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes“▇▇▇▇▇▇▇▇-Oxley ▇▇▇▇▇ Certification"”). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion information in addition to (i) through (iv) above that is required to be included on Form 10-K ("“Additional Form 10-K Disclosure"”) shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T K and directed and approved by the Depositor, and the Master Servicer Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer Securities Administrator will follow the procedures set forth in Section 3.12(d3.05(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer Securities Administrator will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 200720[__], (i) the parties identified on Exhibit T K shall provide to the Master Servicer Securities Administrator and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible ▇▇▇▇▇-compatible format, or in such other format as otherwise agreed ▇▇▇▇ upon by the Master Servicer Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T K shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit VM, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T K of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer 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, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor for review. review prior to the Depositor signing such Form 10-K. Each party to this Agreement acknowledges that the performance by the Master Servicer Securities Administrator of its duties under this Section 3.12(b3.05(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.053.03, 3.11 3.04 or this Section 3.12(b3.05(b). The Master Servicer Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(c) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a "“Reportable Event"”), and if directed by the Depositor, the Master Servicer Securities Administrator shall prepare, an authorized officer of the Master Servicer Depositor shall sign, and the Master Servicer Securities Administrator shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("“Form 8-K Disclosure Information"”) shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U L and directed and approved by the Depositor, and the Master Servicer Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer Securities Administrator will follow the procedures set forth in Section 3.12(d3.05(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U L shall provide to the Master Servicer Securities Administrator and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible ▇▇▇▇▇-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U L shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V M and the Depositor will 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 Master Servicer Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U L of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. review prior to the Depositor signing such Form 8-K. Each party to this Agreement acknowledges that the performance by the Master Servicer Securities Administrator of its duties under this Section 3.12(c3.05(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c3.05(c). The Master Servicer Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party heretohereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. The Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any Servicer, the Custodian or information from any Special Servicer (if applicable) other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer Securities Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer Securities Administrator will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer Securities Administrator will prepare, sign prepare and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer Securities Administrator shall prepare, sign prepare and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer Securities Administrator shall prepare, sign prepare and file the related Form 10-K. In the case of Form 8-K, the Master Servicer Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer Securities Administrator will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. Any Form 12b-25 or any amendment to Form 8-K or 10-D shall be signed by an authorized officer of the Depositor. Any amendment to Form 10-K shall be signed by the senior officer of the Depositor in charge of securitization of the Depositor. The parties to this Agreement acknowledge that the performance by the Master Servicer Securities Administrator of its duties under this Section 3.12(d3.05(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master Ssu
Appears in 1 contract
Sources: Trust Agreement (Wells Fargo Asset Securities Corp)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 20[ ], a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 20[ ], the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 1 contract
Sources: Sale and Servicing Agreement (John Deere Receivables, Inc.)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 20[__], a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 20[__], the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 1 contract
Sources: Sale and Servicing Agreement (John Deere Receivables LLC)
Exchange Act Reports. (a) Within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20072009, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 20072009, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(c) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. Any amendment to any previously filed Form 8-K, 10-D or 10-K shall be prepared, signed and filed by the Master Servicer. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms Form 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2008-Ar2 Trust)
Exchange Act Reports. (a) Within The Indenture Trustee shall prepare for filing and file in accordance with the Exchange Act within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by Payment Date (subject to permitted extensions under the Exchange Act, in form and substance as required by ) with the Exchange Act. The Master Servicer shall file each Commission a Form 10-D with a copy copies of the related Distribution Date Monthly Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositorand, to the extent known delivered to the Indenture Trustee, no later than 5 days following the Payment Date, any other information identified by a Responsible Officer, in EDGAR-compatible format, the Issuer or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, (the form and substance of "Additional Designated Information") to be filed with the Commission. If the Issuer or Master Servicer directs that any Additional Designated Information is to be filed with any Form 10-D DisclosureD, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, Issuer or disapproveMaster Servicer, as the case may be, shall specify the inclusion of the Additional item on Form 10-D Disclosure to which the information is responsive and, with respect to any exhibit to be filed on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the exhibit number. Any Additional Designated Information to be filed on Form 10-D shall be delivered to the Indenture Trustee in EDGAR-compatible form. If no Addit▇▇▇▇▇ Designated Information is provided to the Indenture Trustee by the 5th day after a Payment Date, the Indenture Trustee will not be required to include such information in the Form 10-D contains filing for the Payment Date. The Indenture Trustee shall prepare for filing and file any Additional amendment to any Form 10-D Disclosure, previously filed with the Commission with respect to the Issuer at the request of the Issuer or the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a)Servicer. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional sign each Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, filed on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange ActIssuer. Each such Form 10-K The Indenture Trustee shall include the following items, in each case encode these filings to provide for automated filing notification instructions to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
Countrywide MBS Surveillance Group at its email address at SAGroup@countrywide.com (i) an annual compliance statement for the Master Servicer, or at any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion ▇▇ ▇▇▇▇▇▇▇▇ed in writing by the Master Servicer) in its EDGAR submissions when making thes▇ ▇▇▇ings.
(b) Other than the reports required to be filed on behalf of the Issuer by the Indenture Trustee pursuant to Section 7.03(a), the Issuer shall:
(i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing file with the Commission, the Master Servicer will make available on Indenture Trustee, and the Credit Enhancer copies of the annual reports and of the information, documents, and other reports (or copies of the portions of any of these the Commission prescribes in its internet website a final executed copy of each Form 10-K. No later than March 5 (rules and regulations) that the Issuer may be required to file with a 10 calendar day cure period, but in no event later than March 15the Commission pursuant to Section 13 or 15(d) of each year that the Trust Exchange Act, within 15 days after the Issuer is subject required to file the same with the Commission;
(ii) file with the Indenture Trustee, the Credit Enhancer, and the Commission in accordance with the Commission's rules and regulations any additional information, documents, and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture the rules and regulations require; and
(iii) supply to the Exchange Act reporting requirementsIndenture Trustee and the Credit Enhancer summaries of any information, commencing in March 2007documents, and reports required to be filed by the Issuer pursuant to clauses (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) of this Section and by the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in rules and regulations of the form attached hereto as Exhibit V, Commission (and the Depositor will approve, as Indenture Trustee shall transmit them by mail to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer all Noteholders described in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this TIA Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b313(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct).
(c) Within four (4) Business Days after Unless the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the DepositorIssuer otherwise determines, the Master Servicer shall prepare, an authorized officer fiscal year of the Master Servicer Issuer shall sign, and the Master Servicer shall file with the Commission, end on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy December 31 of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconductyear.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 1 contract
Sources: Indenture (CWHEQ Revolving Home Equity Loan Asset Backed Notes, Series 2006-D)
Exchange Act Reports. (a) Within The Indenture Trustee shall prepare for filing and file in accordance with the Exchange Act within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by Payment Date (subject to permitted extensions under the Exchange Act, in form and substance as required by ) with the Exchange Act. The Master Servicer shall file each Commission a Form 10-D with a copy copies of the related Distribution Date Monthly Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositorand, to the extent known delivered to the Indenture Trustee, no later than 10 days following the Payment Date, any other information identified by a Responsible Officer, in EDGAR-compatible format, the Issuer or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, (the form and substance of "Additional Designated Information") to be filed with the Commission. If the Issuer or Master Servicer directs that any Additional Designated Information is to be filed with any Form 10-D DisclosureD, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, Issuer or disapproveMaster Servicer, as the case may be, shall specify the inclusion of the Additional item on Form 10-D Disclosure to which the information is responsive and, with respect to any exhibit to be filed on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the exhibit number. Any Additional Designated Information to be filed on Form 10-D contains shall be delivered to the Indenture Trustee in ▇▇▇▇▇-compatible form. The Indenture Trustee shall prepare for filing and file any Additional amendment to any Form 10-D Disclosure, previously filed with the Commission with respect to the Issuer at the request of the Issuer or the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a)Servicer. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional sign each Form 10-D Disclosure filed on Form 10-D pursuant behalf of the Issuer. The Indenture Trustee shall encode these filings to this paragraphprovide for automated filing notification instructions to the Countrywide MBS Surveillance Group at its email address at ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or at any other address designated in writing by the Master Servicer) in its ▇▇▇▇▇ submissions when making these filings.
(b) Within 90 days after Other than the end of each fiscal year reports required to be filed on behalf of the Trust or such earlier date as may be required Issuer by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each yearIndenture Trustee pursuant to Section 7.03(a), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall Issuer shall:
(i) file with the Commission, on behalf the Indenture Trustee, and the Credit Enhancer copies of the Trustannual reports and of the information, a Form 10-Kdocuments, and other reports (or copies of the portions of any of these the Commission prescribes in form its rules and substance as regulations) that the Issuer may be required by to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Each such Form 10-K shall include , within 15 days after the following items, in each case Issuer is required to file the extent they have been delivered to same with the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05Commission;
(ii) (A) file with the annual reports on assessment of compliance with servicing criteria for the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable)Credit Enhancer, and each Servicing Function Participantthe Commission in accordance with the Commission's rules and regulations any additional information, as described under Section 3.11(a)documents, and (B) if any party's report on assessment reports with respect to compliance by the Issuer with the conditions and covenants of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included this Indenture the rules and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not includedregulations require; and
(iviii) a certificationsupply to the Indenture Trustee and the Credit Enhancer summaries of any information, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicabledocuments, and any directives or interpretations thereof reports required to be filed by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion Issuer pursuant to clauses (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) of this Section and by the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in rules and regulations of the form attached hereto as Exhibit V, Commission (and the Depositor will approve, as Indenture Trustee shall transmit them by mail to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer all Noteholders described in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this TIA Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b313(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct).
(c) Within four (4) Business Days after Unless the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the DepositorIssuer otherwise determines, the Master Servicer shall prepare, an authorized officer fiscal year of the Master Servicer Issuer shall sign, and the Master Servicer shall file with the Commission, end on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy December 31 of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconductyear.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 1 contract
Sources: Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2005-I)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2015, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2015, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in E▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 1 contract
Sources: Sale and Servicing Agreement (John Deere Owner Trust 2015)
Exchange Act Reports. (a) Within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days (or, solely in the case of Item 7 of Exhibit S, the greater of five (5) calendar days or three (3) Business Days) after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20072008, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or informinformation ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 20072008, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(c) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master Sprio
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wells Fargo Alternative Loan 2007-Pa4 Trust)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify ) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due not less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2009, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2009, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 1 contract
Sources: Sale and Servicing Agreement (John Deere Owner Trust 2008)
Exchange Act Reports. (a) Within The Indenture Trustee shall prepare for filing and file in accordance with the Exchange Act within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by Payment Date (subject to permitted extensions under 45 the Exchange Act, in form and substance as required by ) with the Exchange Act. The Master Servicer shall file each Commission a Form 10-D with a copy copies of the related Distribution Date Monthly Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositorand, to the extent known delivered to the Indenture Trustee, no later than 10 days following the Payment Date, any other information identified by a Responsible Officer, in EDGAR-compatible format, the Issuer or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, (the form and substance of "Additional Designated Information") to be filed with the Commission. If the Issuer or Master Servicer directs that any Additional Designated Information is to be filed with any Form 10-D DisclosureD, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, Issuer or disapproveMaster Servicer, as the case may be, shall specify the inclusion of the Additional item on Form 10-D Disclosure to which the information is responsive and, with respect to any exhibit to be filed on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the exhibit number. Any Additional Designated Information to be filed on Form 10-D contains shall be delivered to the Indenture Trustee in EDGAR-compatible form. The Indenture Trustee shall prepare for f▇▇▇▇▇ and file any Additional amendment to any Form 10-D Disclosure, previously filed with the Commission with respect to the Issuer at the request of the Issuer or the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a)Servicer. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional sign each Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, filed on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange ActIssuer. Each such Form 10-K The Indenture Trustee shall include the following items, in each case encode these filings to provide for automated filing notification instructions to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth Countrywide MBS Surveillance Group at its email address at [SAGroup@countrywide.com] (or at any other address designated in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ ▇ervicer) in its EDGAR submissions when making these filings.
(b) Other ▇▇▇▇ the reports required to be filed on behalf of the Issuer by the Master Servicer and such partyIndenture Trustee pursuant to Section 7.03(a), the form Issuer shall:
(i) file with the Commission and substance the Indenture Trustee copies of the annual reports and of the information, documents, and other reports (or copies of the portions of any Additional Form 10-K Disclosureof these the Commission prescribes in its rules and regulations) that the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, if applicablewithin 15 days after the Issuer is required to file the same with the Commission;
(ii) file with the Commission and the Indenture Trustee in accordance with the Commission's rules and regulations any additional information, documents, and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture the rules and regulations require; and
(iii) supply to the Indenture Trustee summaries of any information, documents, and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section and by the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in rules and regulations of the form attached hereto as Exhibit V, Commission (and the Depositor will approve, as Indenture Trustee shall transmit them by mail to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer all Noteholders described in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this TIA Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b313(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct).
(c) Within four (4) Business Days after Unless the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the DepositorIssuer otherwise determines, the Master Servicer shall prepare, an authorized officer fiscal year of the Master Servicer Issuer shall sign, and the Master Servicer shall file with the Commission, end on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy December 31 of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconductyear.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 1 contract
Sources: Indenture (CWHEQ, Inc.)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2016, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2016, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 1 contract
Sources: Sale and Servicing Agreement (John Deere Owner Trust 2015-B)
Exchange Act Reports. (a) Within The Indenture Trustee shall prepare for filing and file in accordance with the Exchange Act within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by Payment Date (subject to permitted extensions under the Exchange Act, in form and substance as required by ) with the Exchange Act. The Master Servicer shall file each Commission a Form 10-D with a copy copies of the related Distribution Date Monthly Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositorand, to the extent known delivered to the Indenture Trustee, no later than 5 days following the Payment Date, any other information identified by a Responsible Officer, in EDGAR-compatible format, the Issuer or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, (the form and substance of “Additional Designated Information”) to be filed with the Commission. If the Issuer or Master Servicer directs that any Additional Designated Information is to be filed with any Form 10-D DisclosureD, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, Issuer or disapproveMaster Servicer, as the case may be, shall specify the inclusion of the Additional item on Form 10-D Disclosure to which the information is responsive and, with respect to any exhibit to be filed on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the exhibit number. Any Additional Designated Information to be filed on Form 10-D shall be delivered to the Indenture Trustee in ▇▇▇▇▇-compatible form. If no Additional Designated Information is provided to the Indenture Trustee by the 5th day after a Payment Date, the Indenture Trustee will not be required to include such information in the Form 10-D contains filing for the Payment Date. The Indenture Trustee shall prepare for filing and file any Additional amendment to any Form 10-D Disclosure, previously filed with the Commission with respect to the Issuer at the request of the Issuer or the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a)Servicer. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional sign each Form 10-D Disclosure filed on Form 10-D pursuant behalf of the Issuer. The Indenture Trustee shall encode these filings to this paragraphprovide for automated filing notification instructions to the Countrywide MBS Surveillance Group at its email address at ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or at any other address designated in writing by the Master Servicer) in its ▇▇▇▇▇ submissions when making these filings.
(b) Within 90 days after Other than the end of each fiscal year reports required to be filed on behalf of the Trust or such earlier date as may be required Issuer by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each yearIndenture Trustee pursuant to Section 7.03(a), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall Issuer shall:
(i) file with the Commission, on behalf the Indenture Trustee, and the Credit Enhancer copies of the Trustannual reports and of the information, a Form 10-Kdocuments, and other reports (or copies of the portions of any of these the Commission prescribes in form its rules and substance as regulations) that the Issuer may be required by to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Each such Form 10-K shall include , within 15 days after the following items, in each case Issuer is required to file the extent they have been delivered to same with the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05Commission;
(ii) (A) file with the annual reports on assessment of compliance with servicing criteria for the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable)Credit Enhancer, and each Servicing Function Participantthe Commission in accordance with the Commission’s rules and regulations any additional information, as described under Section 3.11(a)documents, and (B) if any party's report on assessment reports with respect to compliance by the Issuer with the conditions and covenants of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included this Indenture the rules and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not includedregulations require; and
(iviii) a certificationsupply to the Indenture Trustee and the Credit Enhancer summaries of any information, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicabledocuments, and any directives or interpretations thereof reports required to be filed by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion Issuer pursuant to clauses (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) of this Section and by the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in rules and regulations of the form attached hereto as Exhibit V, Commission (and the Depositor will approve, as Indenture Trustee shall transmit them by mail to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer all Noteholders described in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this TIA Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b313(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct).
(c) Within four (4) Business Days after Unless the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the DepositorIssuer otherwise determines, the Master Servicer shall prepare, an authorized officer fiscal year of the Master Servicer Issuer shall sign, and the Master Servicer shall file with the Commission, end on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy December 31 of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconductyear.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 1 contract
Sources: Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2007-E)
Exchange Act Reports. (a) Within The Indenture Trustee shall prepare for filing and file in accordance with the Exchange Act within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by Payment Date (subject to permitted extensions under the Exchange Act, in form and substance as required by ) with the Exchange Act. The Master Servicer shall file each Commission a Form 10-D with a copy copies of the related Distribution Date Monthly Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositorand, to the extent known delivered to the Indenture Trustee, no later than 5 days following the Payment Date, any other information identified by a Responsible Officer, in EDGAR-compatible format, the Issuer or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, (the form and substance of "Additional Designated Information") to be filed with the Commission. If the Issuer or Master Servicer directs that any Additional Designated Information is to be filed with any Form 10-D DisclosureD, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, Issuer or disapproveMaster Servicer, as the case may be, shall specify the inclusion of the Additional item on Form 10-D Disclosure to which the information is responsive and, with respect to any exhibit to be filed on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the exhibit number. Any Additional Designated Information to be filed on Form 10-D shall be delivered to the Indenture Trustee in EDGAR-compatible form. If no Addi▇▇▇▇▇l Designated Information is provided to the Indenture Trustee by the 5th day after a Payment Date, the Indenture Trustee will not be required to include such information in the Form 10-D contains filing for the Payment Date. The Indenture Trustee shall prepare for filing and file any Additional amendment to any Form 10-D Disclosure, previously filed with the Commission with respect to the Issuer at the request of the Issuer or the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a)Servicer. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional sign each Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, filed on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange ActIssuer. Each such Form 10-K The Indenture Trustee shall include the following items, in each case encode these filings to provide for automated filing notification instructions to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
Countrywide MBS Surveillance Group at its email address at SAGroup@countrywide.com (i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or informat an▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion ▇▇ ▇▇▇▇▇▇▇ted in writing by the Master Servicer) in its EDGAR submissions when making the▇▇ ▇▇lings.
(b) Other than the reports required to be filed on behalf of the Issuer by the Indenture Trustee pursuant to Section 7.03(a), the Issuer shall:
(i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing file with the Commission, the Master Servicer will make available on Indenture Trustee, and the Credit Enhancer copies of the annual reports and of the information, documents, and other reports (or copies of the portions of any of these the Commission prescribes in its internet website a final executed copy of each Form 10-K. No later than March 5 (rules and regulations) that the Issuer may be required to file with a 10 calendar day cure period, but in no event later than March 15the Commission pursuant to Section 13 or 15(d) of each year that the Trust Exchange Act, within 15 days after the Issuer is subject required to file the same with the Commission;
(ii) file with the Indenture Trustee, the Credit Enhancer, and the Commission in accordance with the Commission's rules and regulations any additional information, documents, and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture the rules and regulations require; and
(iii) supply to the Exchange Act reporting requirementsIndenture Trustee and the Credit Enhancer summaries of any information, commencing in March 2007documents, and reports required to be filed by the Issuer pursuant to clauses (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) of this Section and by the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in rules and regulations of the form attached hereto as Exhibit V, Commission (and the Depositor will approve, as Indenture Trustee shall transmit them by mail to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer all Noteholders described in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this TIA Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b313(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct).
(c) Within four (4) Business Days after Unless the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the DepositorIssuer otherwise determines, the Master Servicer shall prepare, an authorized officer fiscal year of the Master Servicer Issuer shall sign, and the Master Servicer shall file with the Commission, end on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy December 31 of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconductyear.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 1 contract
Sources: Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2007-A)
Exchange Act Reports. (a) A. Within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S Attachment [E] and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d3.12(D). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days (or, solely in the case of [Item 7] of Attachment [E], the greater of five (5) calendar days or three (3) Business Days) after the related Distribution Date, the parties identified on Exhibit S Attachment [E] shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible ▇▇▇▇▇-compatible format, or in such other format as otherwise agreed ▇▇▇▇ upon by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit VAttachment [H], and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S Attachment [E] of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing AgreementsAgreement. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a3.21(A) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a3.21(A). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any ServicerSubservicer, the Custodian or any Special Servicer special servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) B. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 200720__, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, and any Additional Master Servicer and each ServicerSubservicer, as described under Section 3.057.3;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Indenture Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), Administrator and each Servicing Function Participant, as described under Section 3.11(a)7.3, and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) 7.3 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) 7.3 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Indenture Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), Administrator and each Servicing Function Participant, as described under Section 3.11(b)7.3, and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 7.3 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P Attachment [D] or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes▇▇▇▇▇▇▇▇-Oxley ▇▇▇▇▇ Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion information in addition to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T Attachment [F] and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d3.21(D). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than [March 5 5] (with a 10 [10] calendar day cure period, but in no event later than [March 15]) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 200720__, (i) the parties identified on Exhibit T Attachment [F] shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible ▇▇▇▇▇-compatible format, or in such other format as otherwise agreed ▇▇▇▇ upon by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T Attachment [F] shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit VAttachment [H], and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T Attachment [F] of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers any Subservicers under the Servicing Agreementstheir respective servicing agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b)duties. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, hereto or any Servicer, any Special Servicer (if applicable) or the Custodian Subservicer needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(c) C. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the CertificatesNotes. 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 the parties set forth on Exhibit U Attachment [G] and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d3.21(D). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U Attachment [G] shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible ▇▇▇▇▇-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master by the Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U Attachment [G] shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V Attachment [H] and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U Attachment [G] of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers Subservicers under the Servicing Agreementsservicing agreement. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c3.21(C) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c3.21(C). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian hereto or any Special Servicer (if applicable) Subservicer needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) D. In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d3.21(D) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this SectionSection 3.21. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian hereto or any Special Servicer (if applicable) Subservicer needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) E. On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master SServicer shall prepare, an authorized officer of the Servicer shall sign, and the Servicer shall file with the Commission, on behalf of the Trust, a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act. At the beginning of any year after the filing of a Form 15, if the number of Noteholders of record exceeds the number set forth in Section 15(d) of the Exchange Act or the regulations promulgated pursuant thereto which would cause the Trust to again become subject to the reporting requirements of the Exchange Act, the Servicer shall recommence preparing and filing reports on Form 10-D, 10-K and 8-K as required pursuant to this Section 3.21.
F. To the ext
Appears in 1 contract
Sources: Servicing Agreement (Wells Fargo Student Loans Receivables I LLC)
Exchange Act Reports. (a) Within The Indenture Trustee shall prepare for filing and file in accordance with the Exchange Act within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by Payment Date (subject to permitted extensions under the Exchange Act, in form and substance as required by ) with the Exchange Act. The Master Servicer shall file each Commission a Form 10-D with a copy copies of the related Distribution Date Monthly Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositorand, to the extent known delivered to the Indenture Trustee, no later than 5 days following the Payment Date, any other information identified by a Responsible Officer, in EDGAR-compatible format, the Issuer or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, (the form and substance of "Additional Designated Information") to be filed with the Commission. If the Issuer or Master Servicer directs that any Additional Designated Information is to be filed with any Form 10-D DisclosureD, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, Issuer or disapproveMaster Servicer, as the case may be, shall specify the inclusion of the Additional item on Form 10-D Disclosure to which the information is responsive and, with respect to any exhibit to be filed on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the exhibit number. Any Additional Designated Information to be filed on Form 10-D shall be delivered to the Indenture Trustee in EDGAR-compatible form. If no Additional Designated Information is pr▇▇▇▇▇d to the Indenture Trustee by the 5th day after a Payment Date, the Indenture Trustee will not be required to include such information in the Form 10-D contains filing for the Payment Date. The Indenture Trustee shall prepare for filing and file any Additional amendment to any Form 10-D Disclosure, previously filed with the Commission with respect to the Issuer at the request of the Issuer or the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a)Servicer. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional sign each Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, filed on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange ActIssuer. Each such Form 10-K The Indenture Trustee shall include the following items, in each case encode these filings to provide for automated filing notification instructions to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth Countrywide MBS Surveillance Group at its email address at SAGroup@countrywide.com (or at any other address designated in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇writi▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ion ▇ ▇▇▇▇▇▇er) in its EDGAR submissions when making these filings.
(b) Other than t▇▇ ▇▇ports required to be filed on behalf of the Issuer by the Indenture Trustee pursuant to Section 7.03(a), the Issuer shall:
(i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing file with the Commission, the Master Servicer will make available on Indenture Trustee, and the Credit Enhancer copies of the annual reports and of the information, documents, and other reports (or copies of the portions of any of these the Commission prescribes in its internet website a final executed copy of each Form 10-K. No later than March 5 (rules and regulations) that the Issuer may be required to file with a 10 calendar day cure period, but in no event later than March 15the Commission pursuant to Section 13 or 15(d) of each year that the Trust Exchange Act, within 15 days after the Issuer is subject required to file the same with the Commission;
(ii) file with the Indenture Trustee, the Credit Enhancer, and the Commission in accordance with the Commission's rules and regulations any additional information, documents, and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture the rules and regulations require; and
(iii) supply to the Exchange Act reporting requirementsIndenture Trustee and the Credit Enhancer summaries of any information, commencing in March 2007documents, and reports required to be filed by the Issuer pursuant to clauses (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) of this Section and by the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in rules and regulations of the form attached hereto as Exhibit V, Commission (and the Depositor will approve, as Indenture Trustee shall transmit them by mail to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer all Noteholders described in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this TIA Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b313(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct).
(c) Within four (4) Business Days after Unless the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the DepositorIssuer otherwise determines, the Master Servicer shall prepare, an authorized officer fiscal year of the Master Servicer Issuer shall sign, and the Master Servicer shall file with the Commission, end on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy December 31 of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconductyear.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 1 contract
Sources: Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2006-I)
Exchange Act Reports. (a) Within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days (or, solely in the case of Item 7 of Exhibit S, the greater of five (5) calendar days or three (3) Business Days) after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or informinf▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion dition to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(c) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master Sprio
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-17 Trust)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify ) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due not less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 2008, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 2008, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 1 contract
Sources: Sale and Servicing Agreement (John Deere Owner Trust 2007)
Exchange Act Reports. (a) Within 15 days after each Distribution Date, the Master Servicer Securities Administrator shall prepare, an authorized officer of the Master Servicer Securities Administrator shall sign, and the Master Servicer Securities Administrator shall file with the Commission, on behalf of the Trust, any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer Securities Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S T and directed and approved by the Depositor, and the Master Servicer Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer Securities Administrator will follow the procedures set forth in Section 3.12(d3.28(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer Securities Administrator will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S T shall (i) provide to the Master Servicer Securities Administrator and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible ▇▇▇▇▇-compatible format, or in such other format as otherwise agreed ▇▇▇▇ upon by the Master Servicer Securities Administrator and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit VW, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer Securities Administrator shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer Securities Administrator of its duties under this Section 3.12(a3.28(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a3.28(a). The Master Servicer Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master ServicerSecurities Administrator's inability or failure to receive, on a timely basis, any information from any other party heretohereto or the Custodian, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007200 (the "Form 10-K Filing Deadline"), the Master Servicer Securities Administrator shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, prepare and the Master Servicer Securities Administrator shall file with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer Securities Administrator within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, Agreement or the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master ServicerSecurities Administrator, the Servicer and any Additional Master Servicer and each Servicer, as described under Section 3.053.19;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master ServicerSecurities Administrator, the Trustee, each the Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a3.20(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a3.20(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a3.20(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerSecurities Administrator, the Trustee, each the Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b3.20(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b3.20(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes▇▇▇▇▇▇▇▇-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion Certification. 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, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T U and directed and approved by the Depositor, and the Master Servicer Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer Securities Administrator will follow the procedures set forth in Section 3.12(d3.28(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer Securities Administrator will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007200 , (i) the parties identified on Exhibit T U shall provide to the Master Servicer Securities Administrator and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible ▇▇▇▇▇-compatible format, or in such other format as otherwise agreed ▇▇▇▇ upon by the Master Servicer Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T U shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit VW, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T U of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer 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, if no later than the close of business on the seventh Business Day prior to the Form 10-K contains any Additional Form 10-K DisclosureFiling Deadline, the Master Servicer Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor and the Servicer for review. No later than the close of business on the third Business Day prior to the Form 10-K Filing Deadline, a senior officer of the Servicer in charge of the servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K, together with a signed copy of the certification in the form attached hereto as Exhibit O or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification") and required to be included with each Form 10-K (with an original executed hard copy of each to follow by overnight mail) to the Securities Administrator. Each party to this Agreement acknowledges that the performance by the Master Servicer Securities Administrator of its duties under this Section 3.12(b3.28(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.053.19, 3.11 3.20 or this Section 3.12(b3.28(b). The Master Servicer Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master ServicerSecurities Administrator's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) hereto or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(c) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the Depositor, the Master Servicer Securities Administrator shall prepare, an authorized officer of the Master Servicer Securities Administrator shall sign, and the Master Servicer Securities Administrator shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U V and directed and approved by the Depositor, and the Master Servicer Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer Securities Administrator will follow the procedures set forth in Section 3.12(d3.28(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U V shall provide to the Master Servicer Securities Administrator and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible ▇▇▇▇▇-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U V shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V W and the Depositor will 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 Master Servicer Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U V of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer Securities Administrator of its duties under this Section 3.12(c3.28(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c3.28(c). The Master Servicer Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master ServicerSecurities Administrator's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, hereto or the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer Securities Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer Securities Administrator will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Depositor, the Servicer and the Securities Administrator will prepare, sign cooperate to prepare and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date Act. Any Form 12b-25 relating to a Form 10-K shall be signed by a senior officer of the applicable reportServicer and any Form 12b-25 relating to a Form 10-D shall be signed by a senior officer of the Securities Administrator. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer Securities Administrator shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer Securities Administrator shall prepare, cause the Servicer to sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer Securities Administrator will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. Any amendment to Form 10-D or Form 8-K shall be signed by a senior officer of the Securities Administrator and any amendment to the Form 10-K shall be signed by a senior officer of the Servicer. The parties to this Agreement acknowledge that the performance by the Master Servicer Securities Administrator of its duties under this Section 3.12(d3.28(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp)
Exchange Act Reports. (a) Within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20072008, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 20072008, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(c) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. Any amendment to any previously filed Form 8-K, 10-D or 10-K shall be prepared, signed and filed by the Master Servicer. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master SUnl
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2007-16 Trust)
Exchange Act Reports. (a) Within The Indenture Trustee shall prepare for filing and file in accordance with the Exchange Act within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by Payment Date (subject to permitted extensions under the Exchange Act, in form and substance as required by ) with the Exchange Act. The Master Servicer shall file each Commission a Form 10-D with a copy copies of the related Distribution Date Monthly Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositorand, to the extent known delivered to the Indenture Trustee, no later than 5 days following the Payment Date, any other information identified by a Responsible Officer, in EDGAR-compatible format, the Issuer or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, (the form and substance of “Additional Designated Information”) to be filed with the Commission. If the Issuer or Master Servicer directs that any Additional Designated Information is to be filed with any Form 10-D DisclosureD, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, Issuer or disapproveMaster Servicer, as the case may be, shall specify the inclusion of the Additional item on Form 10-D Disclosure to which the information is responsive and, with respect to any exhibit to be filed on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the exhibit number. Any Additional Designated Information to be filed on Form 10-D shall be delivered to the Indenture Trustee in E▇▇▇▇-compatible form. If no Additional Designated Information is provided to the Indenture Trustee by the 5th day after a Payment Date, the Indenture Trustee will not be required to include such information in the Form 10-D contains filing for the Payment Date. The Indenture Trustee shall prepare for filing and file any Additional amendment to any Form 10-D Disclosure, previously filed with the Commission with respect to the Issuer at the request of the Issuer or the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a)Servicer. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional sign each Form 10-D Disclosure filed on Form 10-D pursuant behalf of the Issuer. The Indenture Trustee shall encode these filings to this paragraphprovide for automated filing notification instructions to the Countrywide MBS Surveillance Group at its email address at S▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or at any other address designated in writing by the Master Servicer) in its E▇▇▇▇ submissions when making these filings.
(b) Within 90 days after Other than the end of each fiscal year reports required to be filed on behalf of the Trust or such earlier date as may be required Issuer by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each yearIndenture Trustee pursuant to Section 7.03(a), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall Issuer shall:
(i) file with the Commission, on behalf the Indenture Trustee, and the Credit Enhancer copies of the Trustannual reports and of the information, a Form 10-Kdocuments, and other reports (or copies of the portions of any of these the Commission prescribes in form its rules and substance as regulations) that the Issuer may be required by to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Each such Form 10-K shall include , within 15 days after the following items, in each case Issuer is required to file the extent they have been delivered to same with the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05Commission;
(ii) (A) file with the annual reports on assessment of compliance with servicing criteria for the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable)Credit Enhancer, and each Servicing Function Participantthe Commission in accordance with the Commission’s rules and regulations any additional information, as described under Section 3.11(a)documents, and (B) if any party's report on assessment reports with respect to compliance by the Issuer with the conditions and covenants of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included this Indenture the rules and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not includedregulations require; and
(iviii) a certificationsupply to the Indenture Trustee and the Credit Enhancer summaries of any information, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicabledocuments, and any directives or interpretations thereof reports required to be filed by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion Issuer pursuant to clauses (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) of this Section and by the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in rules and regulations of the form attached hereto as Exhibit V, Commission (and the Depositor will approve, as Indenture Trustee shall transmit them by mail to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer all Noteholders described in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this TIA Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b313(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct).
(c) Within four (4) Business Days after Unless the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the DepositorIssuer otherwise determines, the Master Servicer shall prepare, an authorized officer fiscal year of the Master Servicer Issuer shall sign, and the Master Servicer shall file with the Commission, end on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy December 31 of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconductyear.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 1 contract
Sources: Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2007-D)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 20[ ], a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 20[__], the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 1 contract
Sources: Sale and Servicing Agreement (John Deere Receivables LLC)
Exchange Act Reports. (a) Within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion addition to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(c) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-Ar3 Trust)
Exchange Act Reports. (a) Within The Indenture Trustee shall prepare for filing and file in accordance with the Exchange Act within 15 days after each Distribution Date, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 10-D required by Payment Date (subject to permitted extensions under the Exchange Act, in form and substance as required by ) with the Exchange Act. The Master Servicer shall file each Commission a Form 10-D with a copy copies of the related Distribution Date Monthly Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositorand, to the extent known delivered to the Indenture Trustee, no later than 5 days following the Payment Date, any other information identified by a Responsible Officer, in EDGAR-compatible format, the Issuer or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, (the form and substance of "Additional Designated Information") to be filed with the Commission. If the Issuer or Master Servicer directs that any Additional Designated Information is to be filed with any Form 10-D DisclosureD, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, Issuer or disapproveMaster Servicer, as the case may be, shall specify the inclusion of the Additional item on Form 10-D Disclosure to which the information is responsive and, with respect to any exhibit to be filed on Form 10-D. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the exhibit number. Any Additional Designated Information to be filed on Form 10-D shall be delivered to the Indenture Trustee in EDGAR-compatible form. If no Addi▇▇▇▇▇l Designated Information is provided to the Indenture Trustee by the 5th day after a Payment Date, the Indenture Trustee will not be required to include such information in the Form 10-D contains filing for the Payment Date. The Indenture Trustee shall prepare for filing and file any Additional amendment to any Form 10-D Disclosure, previously filed with the Commission with respect to the Issuer at the request of the Issuer or the Master Servicer shall forward electronically a draft copy of the Form 10-D to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a)Servicer. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional sign each Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
(b) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file with the Commission, filed on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange ActIssuer. Each such Form 10-K The Indenture Trustee shall include the following items, in each case encode these filings to provide for automated filing notification instructions to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this Agreement, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
Countrywide MBS Surveillance Group at its email address at SAGroup@countrywide.com (i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or informat an▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion ▇▇ ▇▇▇▇▇▇▇ted in writing by the Master Servicer) in its EDGAR submissions when making the▇▇ ▇▇lings.
(b) Other than the reports required to be filed on behalf of the Issuer by the Indenture Trustee pursuant to Section 7.03(a), the Issuer shall:
(i) through file with the Commission and the Indenture Trustee copies of the annual reports and of the information, documents, and other reports (ivor copies of the portions of any of these the Commission prescribes in its rules and regulations) above that the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, within 15 days after the Issuer is required to be included on Form 10-K file the same with the Commission;
("Additional Form 10-K Disclosure"ii) shallfile with the Commission and the Indenture Trustee in accordance with the Commission's rules and regulations any additional information, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositordocuments, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than reports with respect to itselfcompliance by the Issuer with the conditions and covenants of this Indenture the rules and regulations require; and
(iii) absent such reportingsupply to the Indenture Trustee summaries of any information, direction documents, and approval. If a Form 10-K cannot reports required to be filed on time or if a previously filed Form 10-K needs by the Issuer pursuant to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, clauses (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) of this Section and by the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in rules and regulations of the form attached hereto as Exhibit V, Commission (and the Depositor will approve, as Indenture Trustee shall transmit them by mail to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer all Noteholders described in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this TIA Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b313(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct).
(c) Within four (4) Business Days after Unless the occurrence of an event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if directed by the DepositorIssuer otherwise determines, the Master Servicer shall prepare, an authorized officer fiscal year of the Master Servicer Issuer shall sign, and the Master Servicer shall file with the Commission, end on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit U and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy December 31 of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the parties identified on Exhibit U shall include with such Additional Form 8-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconductyear.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-K. In the case of Form 8-K, the Master Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify the Depositor and each party whose cooperation is required in connection with the preparation of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
(e) On or prior to January 30 of the first year in which the Master Servicer is able to do so under applicable law, the Master S
Appears in 1 contract
Sources: Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2006-A)
Exchange Act Reports. (a) Within 15 days after So long as the Seller is required to file Exchange Act Reports with respect to the Issuing Entity, no later than each Distribution Payment Date, each of the Master Indenture Trustee, the Owner Trustee and the Servicer shall prepare, an authorized officer of notify (and the Master Servicer shall sign, cause each Reporting Subcontractor and the Master Sub-Servicer shall file with to notify) the Commission, on behalf Seller of the Trust, any Form 10-D required by the Exchange ActDisclosure Item with respect to such Person, in form and substance as required by the Exchange Act. The Master Servicer shall file each Form 10-D together with a copy description of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional such Form 10-D Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Master Servicer will follow the procedures set forth Item in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-D. For so long as the Trust is subject to the Exchange Act reporting requirements, within five (5) calendar days after the related Distribution Date, the parties identified on Exhibit S shall (i) provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible format, or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance reasonably acceptable to the Seller. In addition to such information as the Servicer is obligated to provide pursuant to other provisions of any Additional Form 10-D Disclosurethis Agreement, if applicable and (ii) include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in so requested by the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may beSeller, the inclusion Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty under this Agreement Receivables as is reasonably required to monitor or enforce facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the performance by the parties listed on Exhibit S of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-D statements to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(a) relating to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.12(a). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Master Servicer's inability or failure to receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Master Servicer in connection with including any Additional Form 10-D Disclosure on Form 10-D Noteholders pursuant to this paragraphSection 5.06, commencing with the first such report due no less than five Business Days following such request.
(b) Within 90 days after So long as the end of each fiscal year of the Trust or such earlier date as may be Depositor is required by the to file Exchange Act (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Master Servicer shall prepare, a senior officer of the Master Servicer in charge of the master servicing function shall sign, and the Master Servicer shall file Reports with the Commission, on behalf of the Trust, a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case respect to the extent they have been delivered to the Master Servicer within the applicable timeframes set forth in this AgreementIssuing Entity, the related Servicing Agreements, the Custodial Agreement or, if applicable, the Special Servicing Agreement:
(i) an annual compliance statement for the Master Servicer, any Additional Master Servicer and each Servicer, as described under Section 3.05;
(ii) (A) the annual reports on assessment of compliance with servicing criteria for the Master Servicer, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(a), and (B) if any party's report on assessment of compliance with Servicing Criteria described under Section 3.11(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any party's report on assessment of compliance with servicing criteria described under Section 3.11(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation of why such report is not included;
(A) the registered public accounting firm attestation report for each of the Master ServicerIndenture Trustee, the Trustee, each Servicer, the Custodian, any Special Servicer (if applicable), and each Servicing Function Participant, as described under Section 3.11(b), and (B) if any registered public accounting firm attestation report described under Section 3.11(b) 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 of why such report is not included; and
(iv) a certification, signed by a senior officer of the Master Servicer in charge of the master servicing function, in the form attached hereto as Exhibit P or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Commission (the "Sarbanes-Oxley Certification"). Any disclosure or inform▇▇▇▇▇ ▇▇ ▇▇▇▇▇ion to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit T and directed and approved by the Depositor, Owner Trustee and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than with respect to itself) absent such reporting, direction and approval. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, shall promptly notify the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K. No later than March 5 (with a 10 calendar day cure periodSeller, but in no event later than March 15one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of each year that the Trust is subject definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to the Exchange Act reporting requirements, commencing in March 2007, (i) the parties identified on Exhibit T shall provide to the Master Servicer and the Depositor, have actual knowledge of any such event to the extent known by a Responsible Officer, in EDGAR-compatible format, that it relates to such Person or in such other format as otherwise agreed ▇▇▇▇ by the Master Servicer and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the parties identified on Exhibit T shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, if the Form 10-K contains any Additional Form 10-K Disclosure, the Master Servicer shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(b) relating to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable timeframes in the performance of their duties under Sections 3.05, 3.11 or this Section 3.12(b). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Master Servicer's inability action or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, any Special Servicer (if applicable) or the Custodian needed to prepare, arrange for execution or file act by such Form 10-K, not resulting from its own negligence, bad faith or willful misconductPerson.
(c) Within four So long as the Depositor is required to file Exchange Act Reports, (4i) Business Days after the occurrence no later than January 1 of an event requiring disclosure on Form 8-K (each such eventyear commencing in 20XX, a "Reportable Event"), and if directed by the Depositor, the Master Servicer shall prepare, an authorized officer of the Master Servicer shall sign, and the Master Servicer shall file with the Commission, on behalf of the Trust, any Form 8-K, as required by the Exchange Act, provided that the Depositor shall prepare and file the initial Form 8-K in connection with the issuance provide a list 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 Item 1119 Parties to the paragraph immediately belowOwner Trustee, be reported by the parties set forth on Exhibit U Indenture Trustee and directed and approved by the Depositor, and the Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than with respect to itself) absent such reporting, direction and approval. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.12(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will, make available on its internet website a final executed copy of each Form 8-K. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event (i) the parties identified on Exhibit U shall provide to the Master Servicer and the Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible form, or in such other form as otherwise agreed upon ▇▇ ▇he Master Servicer and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) no later than January 15 of each year, commencing in 20XX, the parties identified on Exhibit U shall include with such Additional Form 8-K DisclosureIndenture Trustee, an Additional Disclosure Notification in the form attached hereto as Exhibit V Owner Trustee and the Depositor will 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 Master Servicer has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; except that the Master Servicer shall enforce the obligations of the Servicers under the Servicing Agreements. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Master Servicer in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Master Servicer shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Each party to this Agreement acknowledges that the performance by the Master Servicer of its duties under this Section 3.12(c) relating to the timely preparation and filing of Form 8-K is contingent upon such party strictly observing all applicable timeframes in the performance of its duties under this Section 3.12(c). The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian or any Special Servicer (if applicable) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
(d) In the event that the Master Servicer is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Master Servicer will promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act not later than the Business Day following the due date of the applicable report. Within five days following the due date of any Form 10-D as to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and file the related Form 10-D. Within 15 days following the due date of any Form 10-K as to which it has filed Disclosure Item, together with a Form 12b-25, the Master Servicer shall prepare, sign and file the related description of any such Form 10-K. In K Disclosure Item in form and substance reasonably acceptable to the case of Form 8-KDepositor.
(d) The Indenture Trustee, the Master Owner Trustee and the Servicer will, upon receipt of all required Form 8-K Disclosure Information and at the direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Master Servicer will notify shall reasonably cooperate with the Depositor and each party whose cooperation is required in connection with the preparation satisfaction of such amendment; provided however that such notice shall not be required in connection with an amendment to Form 10-D due to a revision made to any Distribution Date Statement. The parties to this Agreement acknowledge that the performance by Depositor’s reporting requirements under the Master Servicer of its duties under this Section 3.12(d) related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Servicer shall provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any failure agreement or amendment required to properly prepare and/or timely file any be filed, copies of such Form 12b-25 agreement or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from amendment in ▇▇▇▇▇-compatible form. Each of the Master Servicer's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto, any Servicer, the Custodian Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or any Special Servicer (if applicable) needed its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to prepare, arrange comply with reasonable requests made by the Depositor in good faith for execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductdelivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
(e) On or prior to January 30 Each of the first year Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to any 1119 Party, (ii) there are no relationships or transactions with respect to any 1119 Party and such Persons that are outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (iii) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against such Person, or of which the Master Servicer property of such Person is able subject, that is material to do so under applicable law, the Master SNoteholders.
Appears in 1 contract
Sources: Sale and Servicing Agreement (John Deere Receivables, Inc.)