Common use of EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE Clause in Contracts

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee shall exercise their rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with requests made by the Depositor or the Trustee in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization Transaction, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee shall cooperate fully with the Depositor and the Trustee, as applicable, to deliver or make available to the Depositor or the Trustee, as applicable (including any of their assignees or designees), any and all information in its possession and necessary in the good faith determination of the Depositor or the Trustee, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Trustee, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the Trustee, as applicable, to satisfy any related filing requirements.

Appears in 4 contracts

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq13), Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq13), Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq13)

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EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of this Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Certificate Administrator shall exercise their rights its right to request delivery of information or other performance under these provisions other than reasonably and in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesSxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made by the Depositor or the Trustee Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Subject Securitization TransactionMxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10 transaction, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this Agreement shall cooperate fully with the Depositor and the TrusteeCertificate Administrator, as applicable, to deliver or make available to the Depositor or the TrusteeCertificate Administrator, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the reasonable good faith determination of the Depositor or the TrusteeCertificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer the Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Reporting Sub-Servicer, or the Servicing servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeCertificate Administrator, as applicable, in good faith, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisor, the Trustee, the Custodian, any Sub-Servicer or the Special Servicer are responsible for filing any Exchange Act report with the Commission on behalf of the Trust. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteeCertificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XIII, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of this Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Certificate Administrator shall exercise their rights its right to request delivery of information or other performance under these provisions other than reasonably and in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesXxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made by the Depositor or the Trustee Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Subject Securitization TransactionXxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 transaction, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this Agreement shall cooperate fully with the Depositor and the TrusteeCertificate Administrator, as applicable, to deliver or make available to the Depositor or the TrusteeCertificate Administrator, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the reasonable good faith determination of the Depositor or the TrusteeCertificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer the Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Reporting Sub-Servicer, or the Servicing servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeCertificate Administrator, as applicable, in good faith, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisor, the Trustee, the Custodian, any Sub-Servicer or the Special Servicer are responsible for filing any Exchange Act report with the Commission on behalf of the Trust. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteeCertificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XIII, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of this Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Certificate Administrator shall exercise their rights its right to request delivery of information or other performance under these provisions other than reasonably and in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesSxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made by the Depositor or the Trustee Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Subject Securitization TransactionMxxxxx Sxxxxxx Capital I Inc., Series 2012-C4 transaction, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this Agreement shall cooperate fully with the Depositor and the TrusteeCertificate Administrator, as applicable, to deliver or make available to the Depositor or the TrusteeCertificate Administrator, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the reasonable good faith determination of the Depositor or the TrusteeCertificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer the Trust Advisor, the Trustee and the TrusteeCertificate Administrator, as applicable, and any Reporting Sub-Servicer, or the Servicing servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeCertificate Administrator, as applicable, in good faith, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisor, the Trustee, any Sub-Servicer or the Special Servicer are responsible for filing any Exchange Act report with the Commission on behalf of the Trust. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteeCertificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XIII, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Appears in 3 contracts

Samples: Distribution Instructions (Morgan Stanley Capital I Trust 2012-C4), Distribution Instructions (Morgan Stanley Capital I Trust 2012-C4), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2012-C4)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of this Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Certificate Administrator shall exercise their rights its right to request delivery of information or other performance under these provisions other than reasonably and in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesXxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive 377 guidance provided by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made by the Depositor or the Trustee Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Subject Securitization TransactionXxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C16 transaction, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this Agreement shall cooperate fully with the Depositor and the TrusteeCertificate Administrator, as applicable, to deliver or make available to the Depositor or the TrusteeCertificate Administrator, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the reasonable good faith determination of the Depositor or the TrusteeCertificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer the Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Reporting Sub-Servicer, or the Servicing servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeCertificate Administrator, as applicable, in good faith, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisor, the Trustee, the Custodian, any Sub-Servicer or the Special Servicer are responsible for filing any Exchange Act report with the Commission on behalf of the Trust. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteeCertificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XIII, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of this Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Certificate Administrator shall exercise their rights its right to request delivery of information or other performance under these provisions other than reasonably and in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesSxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made by the Depositor or the Trustee Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Subject Securitization TransactionMxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C13 transaction, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this Agreement shall cooperate fully with the Depositor and the TrusteeCertificate Administrator, as applicable, to deliver or make available to the Depositor or the TrusteeCertificate Administrator, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the reasonable good faith determination of the Depositor or the TrusteeCertificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer the Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Reporting Sub-Servicer, or the Servicing servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeCertificate Administrator, as applicable, in good faith, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisor, the Trustee, the Custodian, any Sub-Servicer or the Special 376 Servicer are responsible for filing any Exchange Act report with the Commission on behalf of the Trust. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteeCertificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XIII, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of this Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Certificate Administrator shall exercise their rights its right to request delivery of information or other performance under these provisions other than reasonably and in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesSxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made by the Depositor or the Trustee Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Subject Securitization TransactionMxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C11 transaction, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this Agreement shall cooperate fully with the Depositor and the TrusteeCertificate Administrator, as applicable, to deliver or make available to the Depositor or the TrusteeCertificate Administrator, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the reasonable good faith determination of the Depositor or the TrusteeCertificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer the Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Reporting Sub-Servicer, or the Servicing servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeCertificate Administrator, as applicable, in good faith, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisor, the Trustee, the Custodian, any Sub-Servicer or the Special Servicer are responsible for filing any Exchange Act report with the Commission on behalf of the Trust. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteeCertificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XIII, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of this Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Certificate Administrator shall exercise their rights its right to request delivery of information or other performance under these provisions other than reasonably and in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesXxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made by the Depositor or the Trustee Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Subject Securitization TransactionXxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C8 transaction, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this Agreement shall cooperate fully with the Depositor and the TrusteeCertificate Administrator, as applicable, to deliver or make available to the Depositor or the TrusteeCertificate Administrator, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the reasonable good faith determination of the Depositor or the TrusteeCertificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer the Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Reporting Sub-Servicer, or the Servicing servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeCertificate Administrator, as applicable, in good faith, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisor, the Trustee, the Custodian, any Sub-Servicer or the Special Servicer are responsible for filing any Exchange Act report with the Commission on behalf of the Trust. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteeCertificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XIII, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of this Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Certificate Administrator shall exercise their rights its right to request delivery of information or other performance under these provisions other than reasonably and in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesSxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made by the Depositor or the Trustee Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Subject Securitization TransactionMxxxxx Sxxxxxx Capital I Inc., Series 2012-C5 transaction, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this Agreement shall cooperate fully with the Depositor and the TrusteeCertificate Administrator, as applicable, to deliver or make available to the Depositor or the TrusteeCertificate Administrator, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the reasonable good faith determination of the Depositor or the TrusteeCertificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer the Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Reporting Sub-Servicer, or the Servicing servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeCertificate Administrator, as applicable, in good faith, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisor, the Trustee, the Custodian, any Sub-Servicer or the Special Servicer are responsible for filing any Exchange Act report with the Commission on behalf of the Trust. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteeCertificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XIII, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Appears in 2 contracts

Samples: Distribution Instructions (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5), Distribution Instructions (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of this Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Certificate Administrator shall exercise their rights its right to request delivery of information or other performance under these provisions other than reasonably and in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesSxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made by the Depositor or the Trustee Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Subject Securitization TransactionMxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2012-C6 transaction, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this Agreement shall cooperate fully with the Depositor and the TrusteeCertificate Administrator, as applicable, to deliver or make available to the Depositor or the TrusteeCertificate Administrator, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the reasonable good faith determination of the Depositor or the TrusteeCertificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer the Trust Advisor, the Trustee and the TrusteeCertificate Administrator, as applicable, and any Reporting Sub-Servicer, or the Servicing servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeCertificate Administrator, as applicable, in good faith, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisor, the Trustee, any Sub-Servicer or the Special Servicer are responsible for filing any Exchange Act report with the Commission on behalf of the Trust. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteeCertificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XIII, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 12.01 Intent of the Parties; Reasonableness Except with respect to Section 13.912.11, Section 13.10 12.12 and Section 13.1112.13, the parties hereto acknowledge and agree that the purpose of Article XIII XII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the The Depositor nor the Trustee shall not exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Depositor or the Trustee in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionCertificates, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this Agreement shall cooperate fully with the reasonable request of the Depositor and the Trustee, as applicable, to deliver or make available to the Depositor or the Trustee, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its the applicable Person's possession and necessary in the good faith determination of the Depositor or the Trustee, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure disclosures relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer Servicing Function Participant and the Trustee, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Trustee, as applicable, in good faith, to be necessary in order to effect such compliance. Each party For the avoidance of doubt, none of the Master Servicer, the Special Servicer or any Servicing Function Participant is responsible to this Agreement shall have a reasonable period of time to comply make filings with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the Trustee, as applicable, to satisfy any related filing requirementsCommission.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp), Pooling and Servicing Agreement (Credit Suisse Commercial Mortgage Trust Series 2006-C3)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of this Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Certificate Administrator shall exercise their rights its right to request delivery of information or other performance under these provisions other than reasonably and in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesSxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made by the Depositor or the Trustee Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Subject Securitization TransactionMxxxxx Sxxxxxx Capital I Inc., Series 2011-C3 transaction, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this Agreement shall cooperate fully with the Depositor and the TrusteeCertificate Administrator, as applicable, to deliver or make available to the Depositor or the TrusteeCertificate Administrator, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the reasonable good faith determination of the Depositor or the TrusteeCertificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer the Trustee and the TrusteeCertificate Administrator, as applicable, and any Reporting Sub-Servicer, or the Servicing servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeCertificate Administrator, as applicable, in good faith, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisor, the Trustee, any Sub-Servicer or the Special Servicer are responsible for filing any Exchange Act report with the Commission on behalf of the Trust. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteeCertificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XIII, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2011-C3), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2011-C3)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Paying Agent shall exercise their rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Paying Agent in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization Transaction, each of the Master Servicers, the Special ServicersServicer, any Primary Servicer and the Trustee shall cooperate fully with the Depositor and the TrusteePaying Agent, as applicable, to deliver or make available to the Depositor or the TrusteePaying Agent, as applicable (including any of their assignees or designees), any and all information in its possession and necessary in the good faith determination of the Depositor or the TrusteePaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicers, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteePaying Agent, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteePaying Agent, as applicable, to satisfy any related filing requirements.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq12)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Except with respect to Section 13.913.11, Section 13.10 13.12 and Section 13.1113.13, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Master Servicer shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.913.11, Section 13.10 13.12 or Section 13.1113.13) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesSxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Master Servicer in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionCertificates, each of the Master ServicersServicer, the Special ServicersServicer, any the Primary Servicer Servicer, the Trustee and the Trustee Paying Agent shall cooperate fully with the Depositor and the TrusteeMaster Servicer, as applicable, to deliver or make available to the Depositor or the TrusteeMaster Servicer, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteeMaster Servicer, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any or the Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeMaster Servicer, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the Trustee, as applicable, to satisfy any related filing requirements.

Appears in 1 contract

Samples: Distribution Instructions (Morgan Stanley Capital I Inc.)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 SECTION 11.01. Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.911.11, Section 13.10 11.12 and Section 13.1111.13, the parties hereto acknowledge and agree that the purpose of Article XIII XI of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee either Master Servicer shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.911.11, Section 13.10 11.12 or Section 13.1111.13) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesXxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Master Servicers in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionBear Xxxxxxx Commercial Mortgage Securities Inc., Series 2006-PWR12 transaction, each of the Master Servicers, the Special Servicers, any the Primary Servicer Servicers, the Trustee and the Trustee Certificate Administrator shall cooperate fully with the good faith requests of the Depositor and the TrusteeMaster Servicers, as applicable, to deliver or make available to the Depositor or the TrusteeMaster Servicers, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteeMaster Servicers, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the such Master ServicersServicer, such Special Servicer, such Primary Servicer, the Special Servicers, any Primary Servicer Trustee and the TrusteeCertificate Administrator, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeMaster Servicers, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period For the avoidance of time to comply with any written request made under this Section 13.1doubt, but in any eventnone of the Master Servicers, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor Primary Servicers or the Trustee, as applicable, Special Servicers is responsible to satisfy any related filing requirementsmake filings with the Commission.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Paying Agent shall exercise their rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of thx xxx Xxxxxxxxxx xhereunderthereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Paying Agent in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization Transaction, each of the Master Servicers, the Special ServicersServicer, any Primary Servicer and the Trustee shall cooperate fully with the Depositor and the TrusteePaying Agent, as applicable, to deliver or make available to the Depositor or the TrusteePaying Agent, as applicable (including any of their assignees or designees), any and all information in its possession and necessary in the good faith determination of the Depositor or the TrusteePaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicers, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteePaying Agent, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteePaying Agent, as applicable, to satisfy any related filing requirements.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq12)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 SECTION 11.01. Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.911.11, Section 13.10 11.12 and Section 13.1111.13, the parties hereto acknowledge and agree that the purpose of Article XIII XI of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee either Master Servicer shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.911.11, Section 13.10 11.12 or Section 13.1111.13) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesSxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Master Servicers in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionBear Sxxxxxx Commercial Mortgage Securities Inc., Series 2006-PWR14 transaction, each of the Master Servicers, the Special Servicers, any the Primary Servicer Servicers, the Trustee and the Trustee Certificate Administrator shall cooperate fully with the good faith requests of the Depositor and the TrusteeMaster Servicers, as applicable, to deliver or make available to the Depositor or the TrusteeMaster Servicers, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteeMaster Servicers, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the such Master ServicersServicer, such Special Servicer, such Primary Servicer, the Special Servicers, any Primary Servicer Trustee and the TrusteeCertificate Administrator, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeMaster Servicers, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period For the avoidance of time to comply with any written request made under this Section 13.1doubt, but in any eventnone of the Master Servicers, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor Primary Servicers or the Trustee, as applicable, Special Servicers is responsible to satisfy any related filing requirementsmake filings with the Commission.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Pwr14)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section SECTION 13.1 Intent of the PartiesINTENT OF THE PARTIES; Reasonableness REASONABLENESS. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Paying Agent shall exercise their rights its right to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesXxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Paying Agent in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionXxxxxx Xxxxxxx Capital I Inc., Series 2007-HQ13 transaction, each of the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the Trustee Paying Agent shall cooperate fully with the Depositor and the TrusteePaying Agent, as applicable, to deliver or make available to the Depositor or the TrusteePaying Agent, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteePaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteePaying Agent, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period None of time to comply with the Master Servicer, any written request made under this Section 13.1Primary Servicer, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor Trustee or the Trustee, as applicable, to satisfy Special Servicer are responsible for filing any related filing requirementsExchange Act report with the Commission.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Hq13)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 11.01 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.911.09, Section 13.10 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Section 13.1111.18, the parties hereto acknowledge and agree that the purpose of Article XIII XI of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Pari Passu Companion Loan) with the provisions of Regulation AB and related rules and regulations of the Commission. Neither The Depositor, the Depositor nor Certificate Administrator and the Trustee shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) and shall not exercise any such rights for purposes other than compliance with the Xxxx-Xxxxx Act, the Securities Act, the Exchange Act, the SarbanesXxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time, whether time due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Pari Passu Companion Loan) or the Trustee Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB (to the requirements of Regulation ABextent such interpretations require compliance and are not “grandfathered”). In connection with this transaction and any Other Securitization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan, subject to the Subject Securitization Transactionpreceding sentence, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this Agreement shall cooperate fully with the Depositor and the TrusteeCertificate Administrator and any Other Depositor or Other Trustee of any Other Securitization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan, as applicable, to deliver or make available to the Depositor or the Trustee, as applicable Certificate Administrator (including any of their assignees or designees), ) (i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator or such Other Depositor or the Other Trustee, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with AB and (ii) such disclosure relating to the applicable Master ServicersServicer, the applicable Special ServicersServicer, any Primary Servicer and the Certificate Administrator, the Trustee, as applicable, or the servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor, the Certificate Administrator or the related Other Depositor or the related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. In addition, with respect to each Servicing Function Participant that is a Designated Sub-Servicer of a party to this Agreement, such party shall use commercially reasonable efforts to cause such Designated Sub-Servicer to deliver or make available to the Depositor or the Certificate Administrator and any Reporting Sub-Servicersuch Other Depositor or Other Trustee, as applicable, (including any of their assignees or designees) (i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator to permit the Depositor to comply with the provisions of Regulation AB and (ii) such disclosure relating to the Servicing Function Participant or the Servicing of the Mortgage LoansLoans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, in good faith, faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.111.01, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteeCertificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C13)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section SECTION 13.1 Intent of the PartiesINTENT OF THE PARTIES; Reasonableness REASONABLENESS. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Paying Agent shall exercise their rights its right to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesXxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Paying Agent in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionXxxxxx Xxxxxxx Capital I Inc., Series 2006-TOP23 transaction, each of the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the Trustee Paying Agent shall cooperate fully with the Depositor and the TrusteePaying Agent, as applicable, to deliver or make available to the Depositor or the TrusteePaying Agent, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteePaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any the Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteePaying Agent, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period None of time to comply with any written request made under this Section 13.1the Master Servicer, but in any eventthe Primary Servicer, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor Trustee or the Trustee, as applicable, to satisfy Special Servicer are responsible for filing any related filing requirementsExchange Act report with the Commission.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Top23)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Paying Agent shall exercise their rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each casecaxx, the rules xxx xxxxx and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Paying Agent in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization Transaction, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee shall cooperate fully with the Depositor and the TrusteePaying Agent, as applicable, to deliver or make available to the Depositor or the TrusteePaying Agent, as applicable (including any of their assignees or designees), any and all information in its possession and necessary in the good faith determination of the Depositor or the TrusteePaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicers, the Special Servicers, any Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteePaying Agent, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteePaying Agent, as applicable, to satisfy any related filing requirements.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq16)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section SECTION 13.1 Intent of the PartiesINTENT OF THE PARTIES; Reasonableness REASONABLENESS. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Paying Agent shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesXxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Paying Agent in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization Transaction, each of the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the Trustee shall Paying Agent shall, upon reasonable advance notice, cooperate fully with the Depositor and the TrusteePaying Agent, as applicable, to deliver or make available to the Depositor or the TrusteePaying Agent, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteePaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteePaying Agent, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period None of time to comply with the Master Servicer, any written request made under this Section 13.1Primary Servicer, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor Trustee or the Trustee, as applicable, to satisfy Special Servicer are responsible for filing any related filing requirementsExchange Act report with the Commission.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Hq12)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section SECTION 13.1 Intent of the PartiesINTENT OF THE PARTIES; Reasonableness REASONABLENESS. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Master Servicer shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesXxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Master Servicer in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionXxxxxx Xxxxxxx Capital I Inc., Series 2006-HQ8 transaction, each of the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the Trustee Paying Agent shall cooperate fully with the Depositor and the TrusteeMaster Servicer, as applicable, to deliver or make available to the Depositor or the TrusteeMaster Servicer, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteeMaster Servicer, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeMaster Servicer, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the Trustee, as applicable, to satisfy any related filing requirements.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Hq8)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of this Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Certificate Administrator shall exercise their rights its right to request delivery of information or other performance under these provisions other than reasonably and in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesXxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made by the Depositor or the Trustee Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Subject Securitization TransactionXxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C9 transaction, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this Agreement shall cooperate fully with the Depositor and the TrusteeCertificate Administrator, as applicable, to deliver or make available to the Depositor or the TrusteeCertificate Administrator, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the reasonable good faith determination of the Depositor or the TrusteeCertificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer the Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Reporting Sub-Servicer, or the Servicing servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeCertificate Administrator, as applicable, in good faith, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisor, the Trustee, the Custodian, any Sub-Servicer or the Special Servicer are responsible for filing any Exchange Act report with the Commission on behalf of the Trust. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteeCertificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XIII, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 12.01 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.912.08, Section 13.10 12.09 and Section 13.1112.10, the parties hereto acknowledge and agree that the purpose of Article XIII XII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither Except with respect to Section 12.08, Section 12.09 and Section 12.10, neither the Depositor nor the Trustee Servicer shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderxxx Xxxxxxxxxn thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Servicer in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization Transactiontransaction governed by this Agreement, each of the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer primary servicer or subservicer, the Trustee and the Trustee Paying Agent shall cooperate fully with the Depositor and the TrusteeServicer, as applicable, to deliver or make available to the Depositor or the TrusteeServicer, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteeServicer, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, or any Primary Servicer primary servicer or subservicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeServicer, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the Trustee, as applicable, to satisfy any related filing requirements.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Ge Commercial Mortgage Corp)

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EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section SECTION 13.1 Intent of the PartiesINTENT OF THE PARTIES; Reasonableness REASONABLENESS. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Paying Agent shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of thx xxx Xxxxxxxxxx xhereunderthereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Paying Agent in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionMorgan Stanley Capital I Inc., Series 2006-HQ9 transaction, each of the Master Servicersxxx Xaxxxx Xxrvicer, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee (so long as it is a Servicing Function Participant) and the Trustee Paying Agent shall cooperate fully with the Depositor and the TrusteePaying Agent, as applicable, to deliver or make available to the Depositor or the TrusteePaying Agent, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteePaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteePaying Agent, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period None of time to comply with any written request made under this Section 13.1the Master Servicer, but in any eventthe Primary Servicer, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor Trustee or the Trustee, as applicable, to satisfy Special Servicer are responsible for filing any related filing requirements.Exchange Act report with the Commission. 334

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006 - HQ9)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Paying Agent shall exercise their rights its right to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of thx the Xxxxxxxxxx xhereunderxxxreunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Paying Agent in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionBear Stearns Commercial Mortgage Securities Inc., each Series 2006-TOP24 transactxxx, xxch of the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the Trustee Paying Agent shall cooperate fully with the Depositor and the TrusteePaying Agent, as applicable, to deliver or make available to the Depositor or the TrusteePaying Agent, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteePaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any the Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteePaying Agent, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period None of time to comply with any written request made under this Section 13.1the Master Servicer, but in any eventthe Primary Servicer, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor Trustee or the Trustee, as applicable, to satisfy Special Servicer are responsible for filing any related filing requirementsExchange Act report with the Commission.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Top24)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section SECTION 13.1 Intent of the PartiesINTENT OF THE PARTIES; Reasonableness REASONABLENESS. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Paying Agent shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesXxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Paying Agent in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionXxxxxx Xxxxxxx Capital I Inc., Series 2007-HQ11 transaction, each of the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the Trustee Paying Agent shall cooperate fully with the Depositor and the TrusteePaying Agent, as applicable, to deliver or make available to the Depositor or the TrusteePaying Agent, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteePaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteePaying Agent, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period None of time to comply with any written request made under this Section 13.1the Master Servicer, but in any eventthe Primary Servicer, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor Trustee or the Trustee, as applicable, to satisfy Special Servicer are responsible for filing any related filing requirementsExchange Act report with the Commission.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Hq11)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section SECTION 13.1 Intent of the PartiesINTENT OF THE PARTIES; Reasonableness REASONABLENESS. Except with respect to Section 13.913.11, Section 13.10 13.12 and Section 13.1113.13, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Master Servicer shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.913.11, Section 13.10 13.12 or Section 13.1113.13) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesXxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Master Servicer in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionXxxxxx Xxxxxxx Capital I Inc., Series 2006-TOP 21 transaction, each of the Master ServicersServicer, the Special ServicersServicer, any the Primary Servicer Servicer, the Trustee and the Trustee Paying Agent shall cooperate fully with the Depositor and the TrusteeMaster Servicer, as applicable, to deliver or make available to the Depositor or the TrusteeMaster Servicer, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteeMaster Servicer, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any or the Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeMaster Servicer, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the Trustee, as applicable, to satisfy any related filing requirements.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2006-Top21)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 10.01 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.910.08, Section 13.10 10.11, Section 10.13, Section 10.14, Section 10.15, Section 10.16 and Section 13.11, 10.17 the parties hereto acknowledge and agree that the purpose of Article XIII X of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time, whether time due to interpretive guidance provided by the Commission or its staff, or otherwise, staff and agree to comply with reasonable requests made by the Depositor or the Trustee in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionDeutsche Mortgage & Asset Receiving Corporation, Series COMM 2006-C7 transaction, subject to the preceding sentence, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this agreement shall cooperate fully with the Depositor and the Trustee, as applicable, to deliver or make available to the Depositor or the Trustee, as applicable (including any of their assignees or designees), any and all information in its possession and necessary in the reasonable good faith determination of the Depositor or the Trustee, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special Servicers, any Primary Servicer and the Trustee, as applicable, and any Reporting Sub-ServicerServicing Function Participant, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Trustee, as applicable, in good faith, faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.110.01, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the Trustee, as applicable, to satisfy any related filing requirements.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (COMM 2006-C7 Mortgage Trust)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Master Servicer shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of thx the Xxxxxxxxxx xhereunderxxxreunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Master Servicer in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionBear Stearns Commercial Mortgage Securities Inc., each Series 2006-TOP22 transactxxx, xxch of the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the Trustee Paying Agent shall cooperate fully with the Depositor and the TrusteeMaster Servicer, as applicable, to deliver or make available to the Depositor or the TrusteeMaster Servicer, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteeMaster Servicer, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any the Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeMaster Servicer, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period None of time to comply with any written request made under this Section 13.1the Master Servicer, but in any eventthe Primary Servicer, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor Trustee or the Trustee, as applicable, to satisfy Special Servicer are responsible for filing any related filing requirementsExchange Act report with the Commission.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage SecuritiesTrust 2006-Top22)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Except with respect to Section 13.913.11, Section 13.10 13.12 and Section 13.1113.13, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Master Servicer shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.913.11, Section 13.10 13.12 or Section 13.1113.13) for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Master Servicer in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionCertificates, each of the Master ServicersServicer, the Special ServicersServicer, any the Primary Servicer Servicer, the Trustee and the Trustee Paying Agent shall cooperate fully with the Depositor and the TrusteeMaster Servicer, as applicable, to deliver or make available to the Depositor or the TrusteeMaster Servicer, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteeMaster Servicer, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any or the Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeMaster Servicer, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the Trustee, as applicable, to satisfy any related filing requirements.

Appears in 1 contract

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

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 SECTION 11.01. Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.911.11, Section 13.10 11.12 and Section 13.1111.13, the parties hereto acknowledge and agree that the purpose of Article XIII XI of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee either Master Servicer shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.911.11, Section 13.10 11.12 or Section 13.1111.13) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesXxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Master Servicers in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionBear Xxxxxxx Commercial Mortgage Securities II Inc., Series 2006-PWR11 transaction, each of the Master Servicers, the Special Servicer, the Primary Servicers, any Primary Servicer the Trustee and the Trustee Certificate Administrator shall cooperate fully with the good faith requests of the Depositor and the TrusteeMaster Servicers, as applicable, to deliver or make available to the Depositor or the TrusteeMaster Servicers, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteeMaster Servicers, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the such Master ServicersServicer, the Special ServicersServicer, any or such Primary Servicer Servicer, the Trustee and the TrusteeCertificate Administrator, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeMaster Servicers, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period For the avoidance of time to comply with any written request made under this Section 13.1doubt, but in any eventnone of the Master Servicers, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor Primary Servicers or the Trustee, as applicable, Special Servicer is responsible to satisfy any related filing requirementsmake filings with the Commission.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Pwr11)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section SECTION 13.1 Intent of the PartiesINTENT OF THE PARTIES; Reasonableness REASONABLENESS. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Paying Agent shall exercise their rights its right to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesSxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Paying Agent in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionMxxxxx Sxxxxxx Capital I Inc., Series 2007-TOP25 transaction, each of the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the Trustee Paying Agent shall cooperate fully with the Depositor and the TrusteePaying Agent, as applicable, to deliver or make available to the Depositor or the TrusteePaying Agent, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteePaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any the Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteePaying Agent, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period None of time to comply with any written request made under this Section 13.1the Master Servicer, but in any eventthe Primary Servicer, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor Trustee or the Trustee, as applicable, to satisfy Special Servicer are responsible for filing any related filing requirementsExchange Act report with the Commission.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Top25)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section SECTION 13.1 Intent of the PartiesINTENT OF THE PARTIES; Reasonableness REASONABLENESS. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Paying Agent shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderxx xxx Xxxxxxxion thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Paying Agent in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization Transaction, each of the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the Trustee shall Paying Agent shall, upon reasonable advance notice, cooperate fully with the Depositor and the TrusteePaying Agent, as applicable, to deliver or make available to the Depositor or the TrusteePaying Agent, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteePaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such ccxcv disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteePaying Agent, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period None of time to comply with the Master Servicer, any written request made under this Section 13.1Primary Servicer, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor Trustee or the Trustee, as applicable, to satisfy Special Servicer are responsible for filing any related filing requirementsExchange Act report with the Commission.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Hq10)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Paying Agent shall exercise their rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each casecasx, the rules and xxx xxxxx xnd regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Paying Agent in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization Transaction, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee shall cooperate fully with the Depositor and the TrusteePaying Agent, as applicable, to deliver or make available to the Depositor or the TrusteePaying Agent, as applicable (including any of their assignees or designees), any and all information in its possession and necessary in the good faith determination of the Depositor or the TrusteePaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicers, the Special Servicers, any Primary Servicer Servicer, the Trustee and the TrusteePaying Agent, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteePaying Agent, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteePaying Agent, as applicable, to satisfy any related filing requirements.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Iq15)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 11.01 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.911.09, Section 13.10 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Section 13.1111.18, the parties hereto acknowledge and agree that the purpose of Article XIII XI of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Pari Passu Companion Loan) with the provisions of Regulation AB and related rules and regulations of the Commission. Neither The Depositor, the Depositor nor Certificate Administrator and the Trustee shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) and shall not exercise any such rights for purposes other than compliance with the Xxxx-Xxxxx Act, the Securities Act, the Exchange Act, the SarbanesXxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time, whether time due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Pari Passu Companion Loan) or the Trustee Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB (to the requirements of Regulation ABextent such interpretations require compliance and are not “grandfathered”). In connection with this transaction and any Other Securitization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan, subject to the Subject Securitization Transactionpreceding sentence, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this Agreement shall cooperate fully with the Depositor and the TrusteeCertificate Administrator and any Other Depositor or Other Trustee of any Other Securitization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan, as applicable, to deliver or make available to the Depositor or the Trustee, as applicable Certificate Administrator (including any of their assignees or designees), ) (i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator or such Other Depositor or the Other Trustee, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with AB and (ii) such disclosure relating to the applicable Master ServicersServicer, the applicable Special ServicersServicer, any Primary Servicer and the Certificate Administrator, the Trustee, as applicable, or the servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor, the Certificate Administrator or the related Other Depositor or the related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. In addition, with respect to each Servicing Function Participant that is a Designated Sub-Servicer of a party to this Agreement, such party shall use commercially reasonable efforts to cause such Designated Sub-Servicer to deliver or make available to the Depositor or the Certificate Administrator and any Reporting Sub-Servicersuch Other Depositor or Other Trustee, as applicable, (including any of their assignees or designees) (i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator to permit the Depositor to comply with the provisions of Regulation AB and (ii) such disclosure relating to the Servicing Function Participant or the Servicing of the Mortgage LoansLoans (or, if applicable, the related Serviced Pari Passu Companion Loan, in each case reasonably believed by the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, in good faith, faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.111.01, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteeCertificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C13)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 10.01 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.910.08, Section 13.10 10.11, Section 10.13, Section 10.14, Section 10.15, Section 10.16 and Section 13.11, 10.17 the parties hereto acknowledge and agree that the purpose of Article XIII X of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time, whether time due to interpretive guidance provided by the Commission or its staff, or otherwise, staff and agree to comply with reasonable requests made by the Depositor or the Trustee in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionDeutsche Mortgage & Asset Receiving Corporation, Series CD 2006-CD2 transaction, subject to the preceding sentence, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this agreement shall cooperate fully with the Depositor and the Trustee, as applicable, to deliver or make available to the Depositor or the Trustee, as applicable (including any of their assignees or designees), any and all information in its possession and necessary in the reasonable good faith determination of the Depositor or the Trustee, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the either Master ServicersServicer, the Special Servicers, any Primary Servicer and the Trustee, as applicable, and any Reporting Sub-ServicerServicing Function Participant, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Trustee, as applicable, in good faith, faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.110.01, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the Trustee, as applicable, to satisfy any related filing requirements.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Deutsche Mortgage & Asset Receiving Corp)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of this Article XIII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee Certificate Administrator shall exercise their rights its right to request delivery of information or other performance under these provisions other than reasonably and in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesSxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made by the Depositor or the Trustee Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Subject Securitization TransactionMxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C9 transaction, each of the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee parties to this Agreement shall cooperate fully with the Depositor and the TrusteeCertificate Administrator, as applicable, to deliver or make available to the Depositor or the TrusteeCertificate Administrator, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the reasonable good faith determination of the Depositor or the TrusteeCertificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicersServicer, the Special ServicersServicer, any Primary Servicer the Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Reporting Sub-Servicer, or the Servicing servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeCertificate Administrator, as applicable, in good faith, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisor, the Trustee, the Custodian, any Sub-Servicer or the Special Servicer are responsible for filing any Exchange Act report with the Commission on behalf of the Trust. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor or the TrusteeCertificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XIII, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent SECTION 11.01.Intent of the Parties; Reasonableness Reasonableness. Except with respect to Section 13.911.11, Section 13.10 11.12 and Section 13.1111.13, the parties hereto acknowledge and agree that the purpose of Article XIII XI of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Trustee either Master Servicer shall exercise their its rights to request delivery of information or other performance under these provisions other than reasonably and in good faith, or (except with respect to Section 13.911.11, Section 13.10 11.12 or Section 13.1111.13) for purposes other than compliance with the Securities Act, the Exchange Act, the SarbanesXxxxxxxx-Oxley Xxxxx Act and, in each case, the rules and regulations of thx Xxxxxxxxxx xhereunderthe Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Depositor or the Trustee Master Servicers in good faith for delivery of information under these provisions on the basis of evolving interpretations of the requirements of Regulation AB. In connection with the Subject Securitization TransactionBear Xxxxxxx Commercial Mortgage Securities Inc., Series 2007-PWR18 transaction, each of the Master Servicers, the Special Servicers, any the Primary Servicer Servicers, the Trustee and the Trustee Certificate Administrator shall cooperate fully with the good faith requests of the Depositor and the TrusteeMaster Servicers, as applicable, to deliver or make available to the Depositor or the TrusteeMaster Servicers, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession and necessary in the good faith determination of the Depositor or the TrusteeMaster Servicers, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the such Master ServicersServicer, such Special Servicer, such Primary Servicer, the Special Servicers, any Primary Servicer Trustee and the TrusteeCertificate Administrator, as applicable, and any Reporting Sub-Servicer, or the Servicing of the Mortgage Loans, reasonably believed by the Depositor or the TrusteeMaster Servicers, as applicable, in good faith, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period For the avoidance of time to comply with any written request made under this Section 13.1doubt, but in any eventnone of the Master Servicers, shall, upon reasonable advance written request, provide such information in sufficient time to allow the Depositor Primary Servicers or the Trustee, as applicable, Special Servicers is responsible to satisfy any related filing requirementsmake filings with the Commission.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2007-Pwr18)

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