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

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 2007, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 2007, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b) and notify the Depositor of any exceptions.

Appears in 6 contracts

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-13arx), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-16ax), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-8ar)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes The Servicer and the expiration of any applicable grace period), commencing in March 2007, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting PartyTrustee, each at its own expense, shall furnish or otherwise make availablefurnish, by March 15 of each year, commencing in March 2007, and each such party of the preceding parties, as applicable, shall cause any Servicing Function Participant Subservicer or Subcontractor (with respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 3.27 on behalf of the Issuing Entity) engaged by it to furnish, each at its own expense, furnish to the Securities Administrator Depositor and the Depositor, a report on Trustee an officer's certification and assessment of its compliance with the Relevant Servicing Criteria that contains during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing CriteriaCriteria applicable to it, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing CriteriaCriteria applicable to it, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.043.27, including, if there has been any material instance of noncompliance with the Relevant relevant Servicing Criteria, a discussion of each such failure and the nature and status thereofCriteria applicable to it, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria applicable to it as of and for such period. No later than Such Assessment of Compliance shall be substantially in the end form of Exhibit T-1 hereto. The parties acknowledge and agree that the items indicated as being subject to assessment by each fiscal year for such party on Exhibit T-2 hereto are the Trust for which a 10-K is required items to be filedassessed by such party as of the Closing Date and that any changes to such allocation of assessment responsibilities will be made by mutual agreement of the parties. Any such changes will not require an amendment of this Agreement. In the event the Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, the Master Servicer such party shall provide, and each Custodian such party shall each forward to the Securities Administrator the name of each Servicing Function Participant cause any Subcontractor engaged by it to provide, and what Relevant Servicing Criteria will be addressed in the report on Servicer shall use its reasonable efforts to cause any Subservicer that resigns or is terminated under any applicable servicing agreement to provide, an annual assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entitypursuant to this Section 3.18, then the Master Servicer is not coupled with an attestation as required to forward in this Section 3.18 with respect to the Securities Administrator its assessment period of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all Servicer or the Trustee was subject to this Agreement or the period of time that the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptionsSubservicer was subject to such other servicing agreement. (b) By March 15 of each year, commencing in March 2007, The Servicer and the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting PartyTrustee, each at its own expense, shall cause, and each such party of the preceding parties, as applicable, shall cause any Servicing Function Participant Subservicer or Subcontractor engaged by it to cause, each at its own expense, a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master Servicer, the Trustee, the CustodianSponsor or any affiliate thereof), the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that which is a member of the American Institute of Certified Public Accountants to furnish furnish, by March 15 of each year, commencing in March 2007, a report (the "Accountants Attestation") to the Securities Administrator Trustee, the Servicer and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Notwithstanding anything contained herein to the contrary, the statements and attestations required under this Section 3.18 with respect to any Subservicer or Subcontractor shall not be required to be delivered with respect to any year in which an annual report on Form 10-K for the Issuing Entity is not required to be filed pursuant to the Exchange Act. Promptly after receipt of such report from the Master ServicerServicer and the Trustee, and any Subservicer or Subcontractor engaged by the parties, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator Trustee shall confirm that each assessment submitted pursuant to Section 12.06(a3.18(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.18(b) and notify the Depositor of any exceptions. (c) The Servicer agrees to indemnify and hold harmless each of the Depositor, the Trustee and each Person, if any, who "controls" the Depositor or the Trustee within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person actually sustains out of third party claims based on (i) the failure of the Servicer or any related Subservicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to this Section 3.18, as applicable, or (ii) any material misstatement contained in any Assessment of Compliance provided on its behalf pursuant to Section 3.18, as applicable. (d) [Reserved]. (e) Copies of such Assessments of Compliance and Accountant's Attestations shall be available on the Trustee's website ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ to any Certificateholder, provided such statement is delivered to the Trustee. The initial Assessments of Compliance and Accountant's Attestations required pursuant to this Section 3.18 shall be delivered to the Trustee and the Depositor, as applicable, by each party no later than March 15, 2007.

Appears in 4 contracts

Sources: Pooling and Servicing Agreement (OwnIt Mortgage Loan Trust Series 2006-6), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (OwnIt Mortgage Loan Trust Series 2006-4)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's ’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's ’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the each Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's ’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's ’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's ’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b) and notify the Depositor of any exceptions.

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-14ar), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-13), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-12)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 2007, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken 143 as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 2007, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b) and notify the Depositor of any exceptions.

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-3ar), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-1ar), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-2)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's ’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.0413.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's ’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.0413.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b13.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each the Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's ’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's ’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's ’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a13.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b13.06(b) and notify the Depositor of any exceptions.

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-10xs), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-10xs), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-10xs)

Reports on Assessment of Compliance and Attestation. (a) Not later than the date specified in the related Servicing Agreement (or related Assignment Agreement) for each calendar year (other than the calendar year during which the Closing Date occurs) each Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, such Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 2007, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer Servicer, the Custodian and each Custodian the Trustee shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by themthem or the Trustee) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on K or any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of each year, commencing in March 2007, compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party or the Trustee is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than the date specified in the related Servicing Agreement (or related Assignment Agreement) for each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, such Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master such Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-A1), Pooling and Servicing Agreement (Merrill Lynch Investors Trust, Series 2006-A2)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1 of each calendar year (other than the calendar year during which the Closing Date occurs) each Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, such Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust Issuing Entity for which a 10-K is required to be filed, the Master Servicer and each the Custodian shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on K or any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of each year, commencing in March 2007, compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1 of each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, such Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master such Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2008, the Master Servicer, the Securities Administrator and the Custodian, each at its own expense, shall cause, and each such report from party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Securities Administrator, each Custodian or any such other Servicing Function Participant engaged by such partiesParticipants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar5), Pooling and Servicing Agreement (Merrill Lynch Mortgage Backed Securities Trust, Series 2007-3)

Reports on Assessment of Compliance and Attestation. (a) By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator Administrator, the NIMs Insurer and the Depositor, a report on an assessment Assessment of compliance Compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment Assessment of compliance Compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment Assessment of compliance Compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust Issuing Entity for which a 10-K is required to be filed, the Master Servicer and each the Custodian shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment Assessment of compliance Compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment Assessment of complianceCompliance, (i) the Depositor shall review each such report Assessment of Compliance and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement K in respect of each Servicer and notify the Depositor of any exceptions. The Master Servicer shall include all annual Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an Assessment of Compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) By March 15 1 (with a ten-calendar day cure period) of each year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of Administrator and the Trust for the preceding calendar year) and each other Reporting PartyCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment Assessment of compliance Compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. . (c) Promptly after receipt of such report from the Master Servicereach Assessment of Compliance and attestation report, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar4), Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar4)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1 of each calendar year (other than the calendar year during which the Closing Date occurs) each Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, such Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust Issuing Entity for which a 10-K is required to be filed, the Master Servicer Servicer, the Custodian and each Custodian the Trustee shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by themthem or the Trustee) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on K or any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 relating to reports on assessment of compliance by each year, commencing in March 2007, delivering a single annual report on assessment of compliance containing all of the information required pursuant to this Section 3.17. In the event the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party or the Trustee is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1 of each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, such Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master such Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2008, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 relating to attestations by each delivering a single attestation containing all of the information required pursuant to this Section 3.17. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-F1), Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-F1)

Reports on Assessment of Compliance and Attestation. (a) By March 15 [date] of each year (such date includes the expiration of any applicable grace period), commencing in March 2007[date], the Master ServicerTrustee, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, available to the Securities Administrator and the Depositor, Depositor a report on an assessment of compliance (each, an “Assessment of Compliance”) with the [Relevant Servicing Criteria Criteria] that contains (A) a statement by such party the Trustee of its responsibility for assessing compliance with the Relevant Servicing CriteriaCriteria under the Agreement, (B) a statement that such party the Trustee used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's the Trustee’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.0413.04 hereof, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm an Accounting Firm Attestation has been issued an attestation report on such party's assessment the Trustee’s Assessment of compliance Compliance with the Relevant Servicing Criteria as of and for such period. . (b) [No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and each Custodian Trustee shall each forward to the Securities Administrator Depositor and the Trust Fund the name of each Servicing Function Participant Reporting Subcontractor engaged by it it, if any, and what Relevant Servicing Criteria will be addressed in the report on assessment Assessment of compliance Compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Reporting Subcontractor. When the Master Servicer and the Securities Administrator Trustee (or any Servicing Function Participant Reporting Subcontractor engaged by themit) submit their assessments Assessments of Compliance to the Securities AdministratorDepositor, such parties will also at such time include the assessment Assessment of Compliance (and attestation Accounting Firm Attestation pursuant to Section 12.06(b13.04 hereof) of each Servicing Function Participant Reporting Subcontractor engaged by it. .] (c) Promptly after receipt of each such report on assessment Assessment of complianceCompliance, (ix) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties Trustee as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such partyCriteria, and (iiy) the Securities Administrator Trustee shall confirm that the assessments, taken as a whole, address Assessment of Compliance addresses all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (bd) By March 15 [date] of each year, commencing in March 2007[ ], the Master ServicerTrustee, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants Accountants, to furnish a report report, which shall be made in accordance with Rule 15d-18 of the Exchange Act (each, an “Accounting Firm Attestation”) to the Securities Administrator Trustee and the Depositor, to the effect that (iA) it has obtained a representation regarding certain matters from the management of such partythe Trustee, which includes an assertion that such party the Trustee has complied with the Relevant Servicing Criteria, and (iiB) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's the Trustee’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's the Trustee’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted restricted-use language. . (e) Promptly after receipt of such report Accounting Firm Attestation from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such partiesTrustee, (i1) the Depositor shall review the report Accounting Firm Attestation and, if applicable, consult with such parties the Trustee as to the nature of any defaults by such partiesthe Trustee, in the fulfillment of any of each such party's the Trustee’s obligations hereunder or under any other applicable agreement, and (ii2) the Securities Administrator Trustee shall confirm that each assessment Assessment of Compliance submitted pursuant to Section 12.06(a) 13.06 hereof is coupled with an attestation Accounting Firm Attestation meeting the requirements of this Section 12.06(b) 13.06 and notify the Depositor of any exceptions. (f) The Trustee shall execute a reliance certificate to enable the Certification Parties to rely upon each (A) [annual compliance statement] provided pursuant to Section [ ] hereof, (B) Assessment of Compliance provided pursuant to this Section 13.06 and (C) Accounting Firm Attestation provided pursuant to this Section 13.06, and shall include a certification that each such annual compliance statement, Assessment of Compliance or Accounting Firm Attestation discloses any deficiencies or defaults described to the registered public accountants of the Trustee to enable such accountants to render the certification provided for in this Section 13.06. (g) In the event the Trustee is terminated or resigns during the term of the Agreement, the Trustee shall provide documents and information required by this Section 13.06 with respect to the period of time it was subject to the Agreement or provided services with respect to the Trust Fund or the Certificates. (h) Copies of any Assessment of Compliance or Accounting Firm Attestation may be obtained by Certificateholders without charge upon request to the Trustee at its Corporate Trust Office.

Appears in 2 contracts

Sources: Trust Agreement (GNMAG Asset Backed Securitizations, LLC), Trust Agreement (GNMAG Asset Backed Securitizations, LLC)

Reports on Assessment of Compliance and Attestation. (a) By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust Issuing Entity for which a 10-K is required to be filed, the Master Servicer and each the Custodian shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement K in respect of each Servicer and notify the Depositor of any exceptions. The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) By March 15 1 (with a ten-calendar day cure period) of each year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of Administrator and the Trust for the preceding calendar year) and each other Reporting PartyCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. . (c) Promptly after receipt of such report from the Master Servicereach assessment of compliance and attestation report, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement or Subservicing Agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar2), Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar1)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1st for each calendar year (other than the calendar year during which the Closing Date occurs) the Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment (a form of which is attached hereto as Exhibit S-1) shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 9.21, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 9.21(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Servicer, the Master Servicer and each the Custodian shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Servicer, the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities AdministratorAdministrator or the Master Servicer, as the case may be, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 9.13 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement S-2, in respect of each the Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of each year, commencing in March 2007compliance received by it from the Servicer with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 9.13, coupled with an attestation as required in this Section 9.13, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1st for each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each the Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, the Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Servicer Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2008, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a9.13(a) is coupled with an attestation meeting the requirements of this Section 12.06(b9.13(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, the Servicer or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of this Agreement or any applicable Custodial Agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 9.13, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series MLCC 2007-1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series MLCC 2007-2)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's ’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's ’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 2007, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b) and notify the Depositor of any exceptions.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1 of each calendar year (other than the calendar year during which the Closing Date occurs) each Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, such Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust Issuing Entity for which a 10-K is required to be filed, the Master Servicer Servicer, the Custodian and each Custodian the Trustee shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by themthem or the Trustee) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on K or any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 and Section 3.17 of the Stack II Agreement relating to reports on assessment of compliance by each year, commencing in March 2007, delivering a single annual report on assessment of compliance containing all of the information required pursuant to this Section 3.17 and Section 3.17 of the Stack II Agreement. In the event the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party or the Trustee is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1 of each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, such Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master such Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2008, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 and Section 3.17 of the Stack II Agreement relating to attestations by each delivering a single attestation containing all of the information required pursuant to this Section 3.17 and Section 3.17 of the Stack II Agreement. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Af1)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall 138 confirm that each assessment submitted pursuant to Section 12.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b) and notify the Depositor of any exceptions.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-1xs)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of year(including any applicable grace period), commencing in March 2007200_, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make availablefurnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 2007200_, the Master Servicer, the Securities Administrator, each Custodian (for so long as only if a Form 10-K will is required to be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b) and notify the Depositor of any exceptions. The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Securities Administrator pursuant to this Section.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1 of each calendar year (other than the calendar year during which the Closing Date occurs) each Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, such Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 2007, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust Issuing Entity for which a 10-K is required to be filed, the Master Servicer and each the Custodian shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on K or any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 and Section 3.17 of the Stack II Agreement relating to reports on assessment of compliance by each year, commencing in March 2007, delivering a single annual report on assessment of compliance containing all of the information required pursuant to Section 3.17 of the Stack I Agreement relating to reports on assessment of compliance. In the event the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1 of each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, such Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master such Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 and Section 3.17 of the Stack I Agreement relating to attestations by each delivering a single attestation containing all of the information required pursuant to this Section 3.17 and Section 3.17 of the Stack I Agreement relating to attestations. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-Af2)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 2007, the Master Servicer, the Securities Administrator, each the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.0413.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each the Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.0413.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b13.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each the Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 2007, the Master Servicer, the Securities Administrator, each the Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each the Custodian or any Servicing Function Participant engaged by such parties, (i) 140 the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a13.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b13.06(b) and notify the Depositor of any exceptions.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-17xs)

Reports on Assessment of Compliance and Attestation. (a) By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator Administrator, the NIMs Insurer and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust Issuing Entity for which a 10-K is required to be filed, the Master Servicer and each the Custodian shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement K in respect of each Servicer and notify the Depositor of any exceptions. The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) By March 15 1 (with a ten-calendar day cure period) of each year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of Administrator and the Trust for the preceding calendar year) and each other Reporting PartyCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. . (c) Promptly after receipt of such report from the Master Servicereach assessment of compliance and attestation report, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(aSection (a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement or Subservicing Agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar3)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b) and notify the Depositor of any exceptions.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-6xs)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1 of each calendar year (other than the calendar year during which the Closing Date occurs) each Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, such Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 2007, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer Servicer, the Custodian and each Custodian the Trustee shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by themthem or the Trustee) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on K or any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of each year, commencing in March 2007, compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party or the Trustee is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1 of each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, such Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master such Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-A3)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1 of each calendar year (other than the calendar year during which the Closing Date occurs) each Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, such Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 2007, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust Issuing Entity for which a 10-K is required to be filed, the Master Servicer Servicer, the Custodian and each Custodian the Trustee shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by themthem or the Trustee) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on K or any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 and Section 3.17 of the Stack II Agreement relating to reports on assessment of compliance by each year, commencing in March 2007, delivering a single annual report on assessment of compliance containing all of the information required pursuant to this Section 3.17 and Section 3.17 of the Stack II Agreement. In the event the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party or the Trustee is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1 of each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, such Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master such Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions.. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 and Section 3.17 of the Stack II Agreement relating to attestations by each delivering a single attestation containing all of the information required pursuant to this Section 3.17 and Section 3.17 of the Stack II Agreement. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Af1)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's ’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's ’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's ’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's ’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's ’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b) and notify the Depositor of any exceptions.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-5ax)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 2007, the Master Servicer, the Securities Administrator, each the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each the Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each the Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 2007, the Master Servicer, the Securities Administrator, each the Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each the Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b) and notify the Depositor of any exceptions.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-12xs)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 2007, the Master Servicer, the Securities Administrator, each the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.0413.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each the Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.0413.04. When the Master 140 Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b13.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each the Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 2007, the Master Servicer, the Securities Administrator, each the Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each the Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a13.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b13.06(b) and notify the Depositor of any exceptions.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-15xs)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's ’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.0413.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's ’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.0413.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b13.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 2007, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b) and notify the Depositor of any exceptions.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-8xs)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1 of each calendar year (other than the calendar year during which the Closing Date occurs) each Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, such Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust Issuing Entity for which a 10-K is required to be filed, the Master Servicer Servicer, the Custodian and each Custodian the Trustee shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by themthem or the Trustee) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on K or any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 and Section 3.17 of the Stack I Agreement relating to reports on assessment of compliance by each year, commencing in March 2007, delivering a single annual report on assessment of compliance containing all of the information required pursuant to Section 3.17 of the Stack I Agreement relating to reports on assessment of compliance. In the event the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party or the Trustee is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1 of each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, such Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master such Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2008, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 and Section 3.17 of the Stack I Agreement relating to attestations by each delivering a single attestation containing all of the information required pursuant to this Section 3.17 and Section 3.17 of the Stack I Agreement relating to attestations. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Af1)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1 of each calendar year (other than the calendar year during which the Closing Date occurs) each Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, such Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust Issuing Entity for which a 10-K is required to be filed, the Master Servicer and each the Custodian shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on K or any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of each year, commencing in March 2007, compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1 of each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, such Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master such Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2008, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-A1)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. 144 Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 2007, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b) and notify the Depositor of any exceptions.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-3xs)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1 of each calendar year (other than the calendar year during which the Closing Date occurs) each Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, such Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the NIMs Insurer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator Administrator, the NIMs Insurer, and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust Issuing Entity for which a 10-K is required to be filed, the Master Servicer and each the Custodian shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on K or any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 relating to reports on assessment of compliance by each year, commencing in March 2007, delivering a single annual report on assessment of compliance containing all of the information required pursuant to this Section 3.17. In the event the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1 of each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, such Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master such Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2008, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 relating to attestations by each delivering a single attestation containing all of the information required pursuant to this Section 3.17. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-A3)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1 of each calendar year (other than the calendar year during which the Closing Date occurs) the Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 2007, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust Issuing Entity for which a 10-K is required to be filed, the Master Servicer and each the Custodian shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by the Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on K or any similar exhibit set forth in each the Servicing Agreement in respect of each the Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicer with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 and Section 3.17 of the Stack II Agreement relating to reports on assessment of compliance by each year, commencing in March 2007, delivering a single annual report on assessment of compliance containing all of the information required pursuant to this Section 3.17 and Section 3.17 of the Stack II Agreement. In the event the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1 of each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each the Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, the Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 and Section 3.17 of the Stack II Agreement relating to attestations by each delivering a single attestation containing all of the information required pursuant to this Section 3.17 and Section 3.17 of the Stack II Agreement. In the event the Master Servicer, the Securities Administrator, the Custodian, the Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-Af2)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1 of each calendar year (other than the calendar year during which the Closing Date occurs) each Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, such Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust Issuing Entity for which a 10-K is required to be filed, the Master Servicer and each the Custodian shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on K or any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 relating to reports on assessment of compliance by each year, commencing in March 2007, delivering a single annual report on assessment of compliance containing all of the information required pursuant to this Section 3.17. In the event the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1 of each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, such Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master such Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2008, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 relating to attestations by each delivering a single attestation containing all of the information required pursuant to this Section 3.17. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-A2)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 2007, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 2007, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect 173 of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b) and notify the Depositor of any exceptions.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-7)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes The Servicer and the expiration of any applicable grace period), commencing in March 2007, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting PartyTrustee, each at its own expense, shall furnish or otherwise make availablefurnish, by March 1 of each year, commencing in March 2007, and each such party of the preceding parties, as applicable, shall cause any Servicing Function Participant Subservicer or Subcontractor (with respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 3.27 on behalf of the Issuing Entity) engaged by it to furnish, each at its own expense, furnish to the Securities Administrator Depositor and the Depositor, a report on Trustee an officer's certification and assessment of its compliance with the Relevant Servicing Criteria that contains during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing CriteriaCriteria applicable to it, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing CriteriaCriteria applicable to it, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.043.27, including, if there has been any material instance of noncompliance with the Relevant relevant Servicing Criteria, a discussion of each such failure and the nature and status thereofCriteria applicable to it, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria applicable to it as of and for such period. No later than Such Assessment of Compliance shall be substantially in the end form of Exhibit T-1 hereto. The parties acknowledge and agree that the items indicated as being subject to assessment by each fiscal year for such party on Exhibit T-2 hereto are the Trust for which a 10-K is required items to be filedassessed by such party as of the Closing Date and that any changes to such allocation of assessment responsibilities will be made by mutual agreement of the parties. Any such changes will not require an amendment of this Agreement. In the event the Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, the Master Servicer such party shall provide, and each Custodian such party shall each forward to the Securities Administrator the name of each Servicing Function Participant cause any Subcontractor engaged by it to provide, and what Relevant Servicing Criteria will be addressed in the report on Servicer shall use its reasonable efforts to cause any Subservicer that resigns or is terminated under any applicable servicing agreement to provide, an annual assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entitypursuant to this Section 3.18, then the Master Servicer is not coupled with an attestation as required to forward in this Section 3.18 with respect to the Securities Administrator its assessment period of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all Servicer or the Trustee was subject to this Agreement or the period of time that the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptionsSubservicer was subject to such other servicing agreement. (b) By March 15 of each year, commencing in March 2007, The Servicer and the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting PartyTrustee, each at its own expense, shall cause, and each such party of the preceding parties, as applicable, shall cause any Servicing Function Participant Subservicer or Subcontractor engaged by it to cause, each at its own expense, a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master Servicer, the Trustee, the CustodianSponsor or any affiliate thereof), the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that which is a member of the American Institute of Certified Public Accountants to furnish furnish, by March 1 of each year, commencing in March 2007, a report (the "Accountants Attestation") to the Securities Administrator Trustee, the Servicer and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Notwithstanding anything contained herein to the contrary, the statements and attestations required under this Section 3.18 with respect to any Subservicer or Subcontractor shall not be required to be delivered with respect to any year in which an annual report on Form 10-K for the Issuing Entity is not required to be filed pursuant to the Exchange Act. Promptly after receipt of such report from the Master ServicerServicer and the Trustee, and any Subservicer or Subcontractor engaged by the parties, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator Trustee shall confirm that each assessment submitted pursuant to Section 12.06(a3.18(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.18(b) and notify the Depositor of any exceptions. (c) The Servicer agrees to indemnify and hold harmless each of the Depositor, the Trustee and each Person, if any, who "controls" the Depositor or the Trustee within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person actually sustains out of third party claims based on (i) the failure of the Servicer or any related Subservicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to this Section 3.18, as applicable, or (ii) any material misstatement contained in any Assessment of Compliance provided on its behalf pursuant to Section 3.18, as applicable. (d) The Trustee agrees to indemnify and hold harmless each of the Depositor, the Servicer and each Person, if any, who "controls" the Depositor or the Servicer within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trustee to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to this Section 3.18, as applicable, or (ii) any material misstatement contained in any Assessment of Compliance provided on its behalf pursuant to this Section 3.18, as applicable. (e) Copies of such Assessments of Compliance and Accountant's Attestations shall be provided by the Trustee to any Certificateholder, upon request, provided such statement is delivered to the Trustee. The initial Assessments of Compliance and Accountant's Attestations required pursuant to this Section 3.18 shall be delivered to the Trustee and the Depositor, as applicable, by each party no later than March 15, 2007.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Ownit Mortgage Loan Trust, Series 2006-2)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 20072008, the Master Servicer, the Securities Administrator, each the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's ’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's ’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each the Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each the Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each the Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's ’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's ’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each the Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's ’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b) and notify the Depositor of any exceptions.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1 of each calendar year (other than the calendar year during which the Closing Date occurs) the Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.17, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.17(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust Issuing Entity for which a 10-K is required to be filed, the Master Servicer and each the Custodian shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.16 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by the Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on J or any similar exhibit set forth in each the Servicing Agreement in respect of each the Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of each year, commencing in March 2007, compliance received by it from the Servicer with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.16, coupled with an attestation as required in this Section 3.16, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1 of each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each the Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, the Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2008, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.16(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.16(b) and notify the Depositor of any exceptions.. The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, the Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section

Appears in 1 contract

Sources: Sale and Servicing Agreement (Merrill Lynch Mortgage Backed Securities Trust, Series 2007-2)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1st for each calendar year (other than the calendar year during which the Closing Date occurs) the Company at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, the Company has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment (a form of which is attached hereto as Exhibit S-1) shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 2007, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 9.21(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Company, the Master Servicer and each the Custodian shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Company, the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities AdministratorAdministrator or the Master Servicer, as the case may be, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 9.13 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on S-2, or any similar exhibit set forth in each the WFB Warranties and Servicing Agreement Agreement, in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of each year, commencing in March 2007compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. 95 In the event the Company, the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 9.13, coupled with an attestation as required in this Section 9.13, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1st for each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each the Company at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, the Company has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master ServicerCompany, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a9.13(a) is coupled with an attestation meeting the requirements of this Section 12.06(b9.13(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Company, the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, WFB Warranties and Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 9.13, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series MLCC 2006-3)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1 of each calendar year (other than the calendar year during which the Closing Date occurs) each Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, such Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 2007, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust Issuing Entity for which a 10-K is required to be filed, the Master Servicer Servicer, the Custodian and each Custodian the Trustee shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by themthem or the Trustee) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on K or any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of each year, commencing in March 2007, compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party or the Trustee is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1 of each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, such Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master such Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-A4)

Reports on Assessment of Compliance and Attestation. (a) By March 15 [date] of each year (such date includes the expiration of any applicable grace period), commencing in March 2007, the Master Servicer[date], the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, available to the Securities Administrator and the Depositor, Depositor a report on an assessment of compliance (each, an “Assessment of Compliance”) with the Relevant Servicing Criteria that contains (A) a statement by such party the Securities Administrator of its responsibility for assessing compliance with the Relevant Servicing CriteriaCriteria under the Agreement, (B) a statement that such party the Securities Administrator used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's the Securities Administrator’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.0415.04 hereof, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm an Accounting Firm Attestation has been issued an attestation report on such party's assessment the Securities Administrator’s Assessment of compliance Compliance with the Relevant Servicing Criteria as of and for such period. . (b) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and each Custodian Securities Administrator shall each forward to the Securities Administrator Depositor and the Trust Fund the name of each Servicing Function Participant Reporting Subcontractor engaged by it it, if any, and what Relevant Servicing Criteria will be addressed in the report on assessment Assessment of compliance Compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Reporting Subcontractor. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant Reporting Subcontractor engaged by themit) submit their assessments Assessments of Compliance to the Securities AdministratorDepositor, such parties will also at such time include the assessment Assessment of Compliance (and attestation Accounting Firm Attestation pursuant to Section 12.06(b15.04 hereof) of each Servicing Function Participant Reporting Subcontractor engaged by it. . (c) Promptly after receipt of each such report on assessment Assessment of complianceCompliance, (ix) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties Administrator as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such partyCriteria, and (iiy) the Securities Administrator shall confirm that the assessments, taken as a whole, address Assessment of Compliance addresses all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (bd) By March 15 [date] of each year, commencing in March 2007, the Master Servicer[ ], the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants Accountants, to furnish a report report, which shall be made in accordance with Rule 15d-18 of the Exchange Act (each, an “Accounting Firm Attestation”) to the Securities Administrator and the Depositor, to the effect that (iA) it has obtained a representation regarding certain matters from the management of such partythe Securities Administrator, which includes an assertion that such party the Securities Administrator has complied with the Relevant Servicing Criteria, and (iiB) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's the Securities Administrator’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's the Securities Administrator’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted restricted-use language. . (e) Promptly after receipt of such report Accounting Firm Attestation from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i1) the Depositor shall review the report Accounting Firm Attestation and, if applicable, consult with such parties the Securities Administrator as to the nature of any defaults by such partiesthe Securities Administrator, in the fulfillment of any of each such party's the Securities Administrator’s obligations hereunder or under any other applicable agreement, and (ii2) the Securities Administrator shall confirm that each assessment Assessment of Compliance submitted pursuant to Section 12.06(a) 15.06 hereof is coupled with an attestation Accounting Firm Attestation meeting the requirements of this Section 12.06(b) 15.06 and notify the Depositor of any exceptions. (f) The Securities Administrator shall execute a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section [ ] hereof, (B) Assessment of Compliance provided pursuant to this Section 15.06 and (C) Accounting Firm Attestation provided pursuant to this Section 15.06, and shall include a certification that each such annual compliance statement, Assessment of Compliance or Accounting Firm Attestation discloses any deficiencies or defaults described to the registered public accountants of the Securities Administrator to enable such accountants to render the certification provided for in this Section 15.06. (g) In the event the Securities Administrator is terminated or resigns during the term of the Agreement, the Securities Administrator shall provide documents and information required by this Section 15.06 with respect to the period of time it was subject to the Agreement or provided services with respect to the Trust Fund or the Certificates. (h) Copies of any Assessment of Compliance or Accounting Firm Attestation may be obtained by Certificateholders without charge upon request to the Securities Administrator at its Corporate Trust Office.

Appears in 1 contract

Sources: Deposit Trust Agreement (Commerce Street Pantheon Mortgage Asset Securitizations LLC)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1st for each calendar year (other than the calendar year during which the Closing Date occurs) the Company at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, the Company has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment (a form of which is attached hereto as Exhibit S-1) shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 2007, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 9.21(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Company, the Master Servicer Servicer, the Custodian and each Custodian the Trustee shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Company, the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by themthem or the Trustee) submit their assessments to the Securities AdministratorAdministrator or the Master Servicer, as the case may be, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 9.13 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on S-2, or any similar exhibit set forth in each the FRB Purchase and Servicing Agreement Agreemeent, in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of each year, commencing in March 2007compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Company, the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party or the Trustee is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 9.13, coupled with an attestation as required in this Section 9.13, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1st for each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each the Company at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, the Company has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master ServicerCompany, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a9.13(a) is coupled with an attestation meeting the requirements of this Section 12.06(b9.13(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Company, the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, FRB Purchase and Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 9.13, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series MLCC 2006-2)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1 of each calendar year (other than the calendar year during which the Closing Date occurs) each Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, such Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 2007, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust Issuing Entity for which a 10-K is required to be filed, the Master Servicer Servicer, the Custodian and each Custodian the Trustee shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by themthem or the Trustee) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on K or any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 and Section 3.17 of the Stack II Agreement relating to reports on assessment of compliance by each year, commencing in March 2007, delivering a single annual report on assessment of compliance containing all of the information required pursuant to Section 3.17 of the Stack I Agreement relating to reports on assessment of compliance. In the event the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party or the Trustee is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1 of each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, such Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master such Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party and the Trustee shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. For the avoidance of doubt, the Master Servicer and the Securities Administrator may satisfy the requirements of this Section 3.17 and Section 3.17 of the Stack I Agreement relating to attestations by each delivering a single attestation containing all of the information required pursuant to this Section 3.17 and Section 3.17 of the Stack I Agreement relating to attestations. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Af1)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 2007, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure 143 and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 2007, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b) and notify the Depositor of any exceptions.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-9ar)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes The Servicer and the expiration of any applicable grace period), commencing in March 2007, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting PartyTrustee, each at its own expense, shall furnish or otherwise make availablefurnish, by March 15 of each year, commencing in March 2007, and each such party of the preceding parties, as applicable, shall cause any Servicing Function Participant Subservicer or Subcontractor (with respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 3.27 on behalf of the Issuing Entity) engaged by it to furnish, each at its own expense, furnish to the Securities Administrator Depositor and the Depositor, a report on Trustee an officer's certification and assessment of its compliance with the Relevant Servicing Criteria that contains during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing CriteriaCriteria applicable to it, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing CriteriaCriteria applicable to it, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.043.27, including, if there has been any material instance of noncompliance with the Relevant relevant Servicing Criteria, a discussion of each such failure and the nature and status thereofCriteria applicable to it, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria applicable to it as of and for such period. No later than Such Assessment of Compliance shall be substantially in the end form of Exhibit T-1 hereto. The parties acknowledge and agree that the items indicated as being subject to assessment by each fiscal year for such party on Exhibit T-2 hereto are the Trust for which a 10-K is required items to be filedassessed by such party as of the Closing Date and that any changes to such allocation of assessment responsibilities will be made by mutual agreement of the parties. Any such changes will not require an amendment of this Agreement. In the event the Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, the Master Servicer such party shall provide, and each Custodian such party shall each forward to the Securities Administrator the name of each Servicing Function Participant cause any Subcontractor engaged by it to provide, and what Relevant Servicing Criteria will be addressed in the report on Servicer shall use its reasonable efforts to cause any Subservicer that resigns or is terminated under any applicable servicing agreement to provide, an annual assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entitypursuant to this Section 3.18, then the Master Servicer is not coupled with an attestation as required to forward in this Section 3.18 with respect to the Securities Administrator its assessment period of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all Servicer or the Trustee was subject to this Agreement or the period of time that the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptionsSubservicer was subject to such other servicing agreement. (b) By March 15 of each year, commencing in March 2007, The Servicer and the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting PartyTrustee, each at its own expense, shall cause, and each such party of the preceding parties, as applicable, shall cause any Servicing Function Participant Subservicer or Subcontractor engaged by it to cause, each at its own expense, a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master Servicer, the Trustee, the CustodianSponsor or any affiliate thereof), the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that which is a member of the American Institute of Certified Public Accountants to furnish furnish, by March 15 of each year, commencing in March 2007, a report (the "Accountants Attestation") to the Securities Administrator Trustee, the Servicer and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Notwithstanding anything contained herein to the contrary, the statements and attestations required under this Section 3.18 with respect to any Subservicer or Subcontractor shall not be required to be delivered with respect to any year in which an annual report on Form 10-K for the Issuing Entity is not required to be filed pursuant to the Exchange Act. Promptly after receipt of such report from the Master ServicerServicer and the Trustee, and any Subservicer or Subcontractor engaged by the parties, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator Trustee shall confirm that each assessment submitted pursuant to Section 12.06(a3.18(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.18(b) and notify the Depositor of any exceptions. (c) The Servicer agrees to indemnify and hold harmless each of the Depositor, the Trustee and each Person, if any, who "controls" the Depositor or the Trustee within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person actually sustains out of third party claims based on (i) the failure of the Servicer or any related Subservicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to this Section 3.18, as applicable, or (ii) any material misstatement contained in any Assessment of Compliance provided on its behalf pursuant to Section 3.18, as applicable. (d) [Reserved]. (e) Copies of such Assessments of Compliance and Accountant's Attestations shall be available on the Trustee's website www.etrustee.net to any Certificateholder, provided such statement is ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ Trustee. The initial Assessments of Compliance and Accountant's Attestations required pursuant to this Section 3.18 shall be delivered to the Trustee and the Depositor, as applicable, by each party no later than March 15, 2007.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates Series 2006-5)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1 of each calendar year (other than the calendar year during which the Closing Date occurs) each Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, such Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.18, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a ten-calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 3.18(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Servicer, the Custodian shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 3.17 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such Servicer by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on K or any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of each year, commencing in March 2007, compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 3.17, coupled with an attestation as required in this Section 3.17, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1 of each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, such Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master such Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Securities Administrator and the Custodian, each at its own expense, shall cause, and each such report from party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Securities Administrator, each Custodian or any such other Servicing Function Participant engaged by such partiesParticipants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a3.17(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.17(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.17, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Backed Securities Trust, Series 2007-1)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes The Servicer and the expiration of any applicable grace period), commencing in March 2007, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting PartyTrustee, each at its own expense, shall furnish or otherwise make availablefurnish, by March 15 of each year, commencing in March 2007, and each such party of the preceding parties, as applicable, shall cause any Servicing Function Participant Subservicer or Subcontractor (with respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 3.27 on behalf of the Issuing Entity) engaged by it to furnish, each at its own expense, furnish to the Securities Administrator Depositor and the Depositor, a report on Trustee an officer's certification and assessment of its compliance with the Relevant Servicing Criteria that contains during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing CriteriaCriteria applicable to it, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing CriteriaCriteria applicable to it, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.043.27, including, if there has been any material instance of noncompliance with the Relevant relevant Servicing Criteria, a discussion of each such failure and the nature and status thereofCriteria applicable to it, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria applicable to it as of and for such period. No later than Such Assessment of Compliance shall be substantially in the end form of Exhibit T-1 hereto. The parties acknowledge and agree that the items indicated as being subject to assessment by each fiscal year for such party on Exhibit T-2 hereto are the Trust for which a 10-K is required items to be filedassessed by such party as of the Closing Date and that any changes to such allocation of assessment responsibilities will be made by mutual agreement of the parties. Any such changes will not require an amendment of this Agreement. In the event the Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, the Master Servicer such party shall provide, and each Custodian such party shall each forward to the Securities Administrator the name of each Servicing Function Participant cause any Subcontractor engaged by it to provide, and what Relevant Servicing Criteria will be addressed in the report on Servicer shall use its reasonable efforts to cause any Subservicer that resigns or is terminated under any applicable servicing agreement to provide, an annual assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entitypursuant to this Section 3.18, then the Master Servicer is not coupled with an attestation as required to forward in this Section 3.18 with respect to the Securities Administrator its assessment period of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all Servicer or the Trustee was subject to this Agreement or the period of time that the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptionsSubservicer was subject to such other servicing agreement. (b) By March 15 of each year, commencing in March 2007, The Servicer and the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting PartyTrustee, each at its own expense, shall cause, and each such party of the preceding parties, as applicable, shall cause any Servicing Function Participant Subservicer or Subcontractor engaged by it to cause, each at its own expense, a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master Servicer, the Trustee, the CustodianSponsor or any affiliate thereof), the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that which is a member of the American Institute of Certified Public Accountants to furnish furnish, by March 15 of each year, commencing in March 2007, a report (the "Accountants Attestation") to the Securities Administrator Trustee, the Servicer and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Notwithstanding anything contained herein to the contrary, the statements and attestations required under this Section 3.18 with respect to any Subservicer or Subcontractor shall not be required to be delivered with respect to any year in which an annual report on Form 10-K for the Issuing Entity is not required to be filed pursuant to the Exchange Act. Promptly after receipt of such report from the Master ServicerServicer and the Trustee, and any Subservicer or Subcontractor engaged by the parties, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator Trustee shall confirm that each assessment submitted pursuant to Section 12.06(a3.18(a) is coupled with an attestation meeting the requirements of this Section 12.06(b3.18(b) and notify the Depositor of any exceptions. (c) The Servicer agrees to indemnify and hold harmless each of the Depositor, the Trustee and each Person, if any, who "controls" the Depositor or the Trustee within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person actually sustains out of third party claims based on (i) the failure of the Servicer or any related Subservicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to this Section 3.18, as applicable, or (ii) any material misstatement contained in any Assessment of Compliance provided on its behalf pursuant to Section 3.18, as applicable. (d) The Trustee agrees to indemnify and hold harmless each of the Depositor, the Servicer and each Person, if any, who "controls" the Depositor or the Servicer within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trustee to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to this Section 3.18, as applicable, or (ii) any material misstatement contained in any Assessment of Compliance provided on its behalf pursuant to this Section 3.18, as applicable. (e) Copies of such Assessments of Compliance and Accountant's Attestations shall be available on the Trustee's website ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ to any Certificateholder, provided such statement is delivered to the Trustee. The initial Assessments of Compliance and Accountant's Attestations required pursuant to this Section 3.18 shall be delivered to the Trustee and the Depositor, as applicable, by each party no later than March 15, 2007.

Appears in 1 contract

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

Reports on Assessment of Compliance and Attestation. 153 (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a 154 member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b) and notify the Depositor of any exceptions.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-2ax)

Reports on Assessment of Compliance and Attestation. (a) By Not later than March 15 1 of each calendar year (such date includes other than the expiration of calendar year during which the Closing Date occurs) with respect to any applicable grace period), commencing in March 2007, calendar year during which the Master Servicer, the Securities Administrator, each Custodian (for so long as a Issuing Entity's annual report on Form 10-K will is required to be filed on behalf in accordance with the Exchange Act and the rules and regulations of the Trust for Commission, the preceding calendar year) Servicer and each other Reporting Party, the Trustee each at its own expense, shall furnish or otherwise make availablefurnish, and each such party of the preceding parties, as applicable, shall cause any Servicing Function Participant Sub-Servicer or Subcontractor engaged by it to furnish (unless in the case of a Subcontractor, the Servicer or the Trustee, as applicable, has notified the Depositor and the Trustee in writing that such compliance statement is not required for the Subcontractor) and (ii) not later than April 15 of each calendar year with respect to any calendar year during which the Issuing Entity's annual report on Form 10-K is not required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Servicer and the Trustee each at its own expense, shall furnish, and each of the preceding parties, as applicable, shall cause any Sub-Servicer or Subcontractor engaged by it to furnish, each at its own expense, to the Securities Administrator Trustee and the Depositor, a report on Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria that contains during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.049.13, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall may review each such report and, if applicable, consult with the Master Servicer, and the Securities AdministratorTrustee, each Custodian and any Servicing Function Participant Sub-Servicer or Subcontractor engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each the Servicer, the Trustee, and any Sub-Servicer or Subcontractor engaged by such partyparties, and (ii) the Securities Administrator Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer S-2 and notify the Depositor of any exceptions. In the event the Trustee or the Servicer is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any subcontractor engaged by it to provide, and each such party shall use its reasonable efforts to cause any Sub-Servicer that resigns or is terminated under any applicable servicing agreement to provide, an annual assessment of compliance pursuant to this Section 9.13, coupled with an attestation as required in this Section 9.13 with respect to the period of time that the Trustee or the Servicer was 84 subject to this Agreement or the period of time that the Sub-Servicer was subject to such other servicing agreement. (b) By Not later than March 15 1 of each year, commencing in March 2007, calendar year (other than the Master Servicer, calendar year during which the Securities Administrator, each Custodian (for so long as a Closing Date occurs) with respect to any calendar year during which the Issuing Entity's annual report on Form 10-K will is required to be filed in respect accordance with the Exchange Act and the rules and regulations of the Trust for Commission, the preceding calendar year) Servicer and each other Reporting Party, the Trustee each at its own expense, shall cause, and each such party of the preceding parties, as applicable, shall cause any Servicing Function Participant Sub-Servicer or Subcontractor engaged by it to cause (unless in the case of a Subcontractor, the Servicer or the Trustee, as applicable, has notified the Depositor and the Trustee in writing that such report is not required for the Subcontractor) and (ii) not later than April 15 of each calendar year with respect to any calendar year during which the Issuing Entity's annual report on Form 10-K is not required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Servicer and the Trustee each at its own expense, shall cause, and each of the preceding parties, as applicable, shall cause any Sub-Servicer or Subcontractor engaged by it to cause, each at its own expense, a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, Sponsor or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountants Attestation") to the Securities Administrator Trustee and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) Promptly after receipt of such report from the Master ServicerServicer and the Trustee, the Securities Administrator, each Custodian and any Sub-Servicer or any Servicing Function Participant Subcontractor engaged by such parties, (i) the Depositor shall may review the report and, if applicable, consult with such parties as to the nature of any defaults by any of such parties, as the case may be, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator Trustee shall confirm that each assessment submitted pursuant to Section 12.06(a9.13(a) is coupled with an attestation meeting the requirements of this Section 12.06(b9.13(b) and notify the Depositor of any exceptions. (d) Each of the parties hereto acknowledges and agrees that the purpose of this Section 9.13 is to facilitate compliance by the Sponsor and the Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties' obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB and the parties shall comply with requests made by the Sponsor or the Depositor for delivery of additional or different information as the Sponsor or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB. Any such supplementation or modification shall be made in accordance with Section 11.03 without the consent of the Certificateholders, and may result in a change in the reports filed by the Trustee on behalf of the Issuing Entity under the Exchange Act.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series MLCC 2006-1)

Reports on Assessment of Compliance and Attestation. (a) By March 15 [date] of each year (such date includes the expiration of any applicable grace period), commencing in March 2007, the Master Servicer[date], the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, available to the Securities Administrator and the Depositor, Depositor a report on an assessment of compliance (each, an “Assessment of Compliance”) with the [Relevant Servicing Criteria Criteria] that contains (A) a statement by such party the Securities Administrator of its responsibility for assessing compliance with the Relevant Servicing CriteriaCriteria under the Agreement, (B) a statement that such party the Securities Administrator used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's the Securities Administrator’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.0415.04 hereof, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm an Accounting Firm Attestation has been issued an attestation report on such party's assessment the Securities Administrator’s Assessment of compliance Compliance with the Relevant Servicing Criteria as of and for such period. . (b) [No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and each Custodian Securities Administrator shall each forward to the Securities Administrator Depositor and the Trust Fund the name of each Servicing Function Participant Reporting Subcontractor engaged by it it, if any, and what Relevant Servicing Criteria will be addressed in the report on assessment Assessment of compliance Compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Reporting Subcontractor. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant Reporting Subcontractor engaged by themit) submit their assessments Assessments of Compliance to the Securities AdministratorDepositor, such parties will also at such time include the assessment Assessment of Compliance (and attestation Accounting Firm Attestation pursuant to Section 12.06(b15.04 hereof) of each Servicing Function Participant Reporting Subcontractor engaged by it. .] (c) Promptly after receipt of each such report on assessment Assessment of complianceCompliance, (ix) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each Custodian and any Servicing Function Participant engaged by such parties Administrator as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such partyCriteria, and (iiy) the Securities Administrator shall confirm that the assessments, taken as a whole, address Assessment of Compliance addresses all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (bd) By March 15 [date] of each year, commencing in March 2007, the Master Servicer[ ], the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants Accountants, to furnish a report report, which shall be made in accordance with Rule 15d-18 of the Exchange Act (each, an “Accounting Firm Attestation”) to the Securities Administrator and the Depositor, to the effect that (iA) it has obtained a representation regarding certain matters from the management of such partythe Securities Administrator, which includes an assertion that such party the Securities Administrator has complied with the Relevant Servicing Criteria, and (iiB) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's the Securities Administrator’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's the Securities Administrator’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted restricted-use language. . (e) Promptly after receipt of such report Accounting Firm Attestation from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i1) the Depositor shall review the report Accounting Firm Attestation and, if applicable, consult with such parties the Securities Administrator as to the nature of any defaults by such partiesthe Securities Administrator, in the fulfillment of any of each such party's the Securities Administrator’s obligations hereunder or under any other applicable agreement, and (ii2) the Securities Administrator shall confirm that each assessment Assessment of Compliance submitted pursuant to Section 12.06(a) 15.06 hereof is coupled with an attestation Accounting Firm Attestation meeting the requirements of this Section 12.06(b) 15.06 and notify the Depositor of any exceptions. (f) The Securities Administrator shall execute a reliance certificate to enable the Certification Parties to rely upon each (A) [annual compliance statement] provided pursuant to Section [ ] hereof, (B) Assessment of Compliance provided pursuant to this Section 15.06 and (C) Accounting Firm Attestation provided pursuant to this Section 15.06, and shall include a certification that each such annual compliance statement, Assessment of Compliance or Accounting Firm Attestation discloses any deficiencies or defaults described to the registered public accountants of the Securities Administrator to enable such accountants to render the certification provided for in this Section 15.06. (g) In the event the Securities Administrator is terminated or resigns during the term of the Agreement, the Securities Administrator shall provide documents and information required by this Section 15.06 with respect to the period of time it was subject to the Agreement or provided services with respect to the Trust Fund or the Certificates. (h) Copies of any Assessment of Compliance or Accounting Firm Attestation may be obtained by Certificateholders without charge upon request to the Securities Administrator at its Corporate Trust Office.

Appears in 1 contract

Sources: Deposit Trust Agreement (Commerce Street Pantheon Mortgage Asset Securitizations LLC)

Reports on Assessment of Compliance and Attestation. (a) Not later than March 1st for each calendar year (other than the calendar year during which the Closing Date occurs) the Servicer at its own expense, shall furnish, and shall cause any Servicing Function Participant engaged by it to furnish (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to the Master Servicer, the Securities Administrator and the Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment (a form of which is attached hereto as Exhibit S-1) shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 9.21, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. By March 15 1 (with a twelve calendar day cure period) of each year (such date includes the expiration of any applicable grace period)year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Administrator and the Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Sections 9.21(h), (i), (j) and (k), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Servicer, the Master Servicer and each the Custodian shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if Participant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04Person). When the Servicer, the Master Servicer Servicer, and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities AdministratorAdministrator or the Master Servicer, as the case may be, such parties will also at such time include the assessment (and attestation pursuant to this Section 12.06(b) 9.13 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with such Servicer, the Master Servicer, the Securities Administrator, each Custodian Administrator and any Servicing Function Participant engaged by any such parties party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement S-2, in respect of each the Servicer and notify the Depositor of any exceptions. (b) By March 15 . The Master Servicer shall include all annual reports on assessment of each year, commencing in March 2007compliance received by it from the Servicer with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Securities AdministratorAdministrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, an assessment of compliance pursuant to this Section 9.13, coupled with an attestation as required in this Section 9.13, or such applicable agreement notwithstanding any such termination, assignment or resignation. (b) Not later than March 1st for each Custodian calendar year (for so long as a Form 10-K will be filed in respect of other than the Trust for calendar year during which the preceding calendar yearClosing Date occurs) and each other Reporting Party, each the Servicer at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless in the case of a Subcontractor, each at its own expense, the Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, Master Servicer or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor, Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Servicer Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of such report from Regulation S-X under the Securities Act and the Exchange Act. By March 1 (with a twelve calendar day cure period) of each year, commencing in March 2008, the Master Servicer, the Securities AdministratorAdministrator and the Custodian, each Custodian or at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Securities Administrator, or such partiesother Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the Depositor shall review the report and, if applicable, consult with such parties as to the nature management of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (c) Promptly after receipt of each assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a9.13(a) is coupled with an attestation meeting the requirements of this Section 12.06(b9.13(b) and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, the Servicer or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of this Agreement or any applicable Custodial Agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 9.13, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series MLCC 2007-3)

Reports on Assessment of Compliance and Attestation. (a) By March 15 of each year (such date includes the expiration of any applicable grace period), commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed on behalf of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's ’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's ’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, each the Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (b) By March 15 of each year, commencing in March 20072008, the Master Servicer, the Securities Administrator, each Custodian (for so long as a Form 10-K will be filed in respect of the Trust for the preceding calendar year) and each other Reporting Party, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's ’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's ’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Securities Administrator, each Custodian or any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's ’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 12.06(a) is coupled with an attestation meeting the requirements of this Section 12.06(b) and notify the Depositor of any exceptions.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-11ar)

Reports on Assessment of Compliance and Attestation. (ai) By Not later than March 15 1 of each calendar year (such date includes other than the expiration of calendar year during which the Closing Date occurs) with respect to any applicable grace period), commencing in March 2007, calendar year during which the Master Servicer, the Securities Administrator, each Custodian (for so long as a Issuing Entity's annual report on Form 10-K will is required to be filed on behalf in accordance with the Exchange Act and the rules and regulations of the Trust for Commission, the preceding calendar year) Servicer and each other Reporting Partythe Trustee, each at its own expense, shall furnish or otherwise make availablefurnish, and each of the preceding parties, as applicable, shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, (unless in the case of a Subcontractor, the Servicer or the Trustee, as applicable, has notified the Depositor and the Trustee in writing that such party compliance statement is not required for the Subcontractor) and (ii) not later than April 15 of each calendar year with respect to any calendar year during which the Issuing Entity's annual report on Form 10-K is not required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Servicer and the Trustee, each at its own expense, shall furnish, and each of the preceding parties, as applicable, shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator Trustee and the Depositor, a report on Depositor an officer's assessment of its compliance with the Relevant Servicing Criteria that contains during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.049.13, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the same asset type as the Mortgage Loans, and (D) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer and each Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; however if the Master Servicer and the Securities Administrator are the same entity, then the Master Servicer is not required to forward to the Securities Administrator its assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 12.04. When the Master Servicer and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 12.06(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall may review each such report and, if applicable, consult with the Master Servicer, and the Securities AdministratorTrustee, each Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each the Servicer, the Trustee, and any Servicing Function Participant engaged by such partyparties, and (ii) the Securities Administrator Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken assessments individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer S-2 and notify the Depositor of any exceptions. In the event the Trustee or the Servicer is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function Participant engaged by it to provide, and each such party shall use its reasonable efforts to cause any Servicing Function Participant that resigns or is terminated under any applicable servicing agreement to provide, an annual assessment of compliance pursuant to this Section 9.13, coupled with an attestation as required in this Section 9.13 with respect to the period of time that the Trustee or the Servicer was subject to this Agreement or the period of time that such Servicing Function Participant was subject to such other servicing agreement. (bi) By Not later than March 15 1 of each year, commencing in March 2007, calendar year (other than the Master Servicer, calendar year during which the Securities Administrator, each Custodian (for so long as a Closing Date occurs) with respect to any calendar year during which the Issuing Entity's annual report on Form 10-K will is required to be filed in respect accordance with the Exchange Act and the rules and regulations of the Trust for Commission, the preceding calendar year) Servicer and each other Reporting Partythe Trustee, each at its own expense, shall cause, and each of the preceding parties, as applicable, shall cause any Servicing Function Participant engaged by it to cause, each at its own expense (unless in the case of a Subcontractor, the Servicer or the Trustee, as applicable, has notified the Depositor and the Trustee in writing that such party report is not required for the Subcontractor), and (ii) not later than April 15 of each calendar year with respect to any calendar year during which the Issuing Entity's annual report on Form 10-K is not required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Servicer and the Trustee each at its own expense, shall cause, and each of the preceding parties, as applicable, shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a nationally or regionally recognized firm of independent registered public accounting firm accountants (which who may also render other services to the Master Servicer, the Trustee, the Custodian, the Securities Administrator, Sponsor or such other Servicing Function Participants, as the case may beany affiliate thereof) and that which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountants Attestation") to the Securities Administrator Trustee and the Depositor, Depositor to the effect that (iA) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (iiB) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) Promptly after receipt of such report from the Master ServicerServicer and the Trustee, the Securities Administrator, each Custodian or and any Servicing Function Participant engaged by any such partiesparty, (i) the Depositor shall may review the report and, if applicable, consult with such parties as to the nature of any defaults by any of such parties, as the case may be, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator Trustee shall confirm that each assessment submitted pursuant to Section 12.06(a9.13(a) is coupled with an attestation meeting the requirements of this Section 12.06(b9.13(b) and notify the Depositor of any exceptions. (d) Each of the parties hereto acknowledges and agrees that the purpose of this Section 9.13 is to facilitate compliance by the Sponsor and the Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties' obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB and the parties shall comply with requests made by the Sponsor or the Depositor for delivery of additional or different information as the Sponsor or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB. Any such supplementation or modification shall be made in accordance with Section 11.03 without the consent of the Certificateholders, and may result in a change in the reports filed by the Trustee on behalf of the Issuing Entity under the Exchange Act.

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Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-F1)