Reporting Requirements of the Commission. The Trustee and the Master Servicer shall reasonably cooperate with the Depositor and its counsel to enter into such amendments or modifications to this Agreement as may be necessary to comply with the Rules and any interpretations thereof by the staff of the Commission, subject to the provisions of Section 11.03 hereof.
Reporting Requirements of the Commission. To the extent that, following the Closing Date, the content of Forms 8-K, 10-D, 10-K, 15 or other Forms required by the Exchange Act and the Rules and Regulations of the Commission and the time by which such Forms are required to be filed, differs from the provisions of this Agreement, the Master Servicer and the Securities Administrator hereby agree that each shall reasonably cooperate to amend the provisions of this Agreement (in accordance with Section 12.01) in order to comply with such amended reporting requirements and such amendment of this Agreement. Notwithstanding the foregoing, neither the Master Servicer nor the Securities Administrator shall be obligated to enter into any amendment pursuant to this Section that adversely affects its obligations or immunities under this Agreement.
Reporting Requirements of the Commission. Each of the parties hereto acknowledges and agrees that the purpose of Sections 6.01, 6.20, 9.25(a) and 9.25(b) of this Agreement is to facilitate compliance by the Sponsor, the Master Servicer and the Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB and (c) the parties shall comply with reasonable requests made by the Sponsor, the Depositor, the Master Servicer or the Trustee for delivery of additional or different information as the Sponsor, the Depositor, the Master Servicer or the Trustee may determine in good faith is necessary to comply with the provisions of Regulation AB, provided that such information is available without unreasonable effort or expense and within such timeframe as may be reasonably requested.
Reporting Requirements of the Commission. Each of the parties hereto acknowledges and agrees that the purpose of Sections 6.01 and 6.20 of this Agreement is to facilitate compliance by the Sponsor, the Master Servicer and the Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB and (c) the parties shall comply with reasonable requests made by the Sponsor, the Master Servicer, the Depositor or the Securities Administrator for delivery of additional or different information, to the extent that such information is available or reasonably attainable, as the Sponsor, the Depositor, the Master Servicer or the Securities Administrator may determine in good faith is necessary to comply with the provisions of Regulation AB.
Reporting Requirements of the Commission. (a) On or before March 1 of each calendar year, the Indenture Trustee shall deliver to the Master Servicer, each Servicer, each Subservicer (if any) and the Depositor a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)), as of and for the period ending the end of each fiscal year, with respect to asset-backed security transactions taken as a whole involving the Indenture Trustee, and that are backed by the same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)).
(b) On or before March 1 of each calendar year, the Indenture Trustee shall deliver to the Master Servicer, each Servicer, each Subservicer (if any) and the Depositor a report by a registered public accounting firm that attests to, and reports on, the assessment made by the Indenture Trustee pursuant to subsection (a) above. Each such report shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.
(c) The Indenture Trustee shall notify the Master Servicer, the Servicer, the Subservicer (if any) and the Depositor (i) of any legal proceedings pending against the Administrator of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Administrator shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the Issuer, the Owner Trustee, the Indenture Trustee, the Master Servicer, the Servicer, any Originator contemplated by Item 1110 (§ 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any other material party to the Trust contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB, as applicable.
Reporting Requirements of the Commission. To the extent that, following the Closing Date, the content of Forms 8-K, 10-D, 10-K, 15 or other Forms required by the Exchange Act and the Rules and Regulations of the Commission and the time by which such Forms are required to be filed, differs from the provisions of this Agreement, the Trustee, the Depositor and the Seller hereby agree that each shall reasonably cooperate to amend the provisions of this Agreement (in accordance with Section 12.01) in order to comply with such amended reporting requirements and such amendment of this Agreement. Notwithstanding the foregoing, the Trustee shall be obligated to enter into any amendment pursuant to this Section that adversely affects its obligations or immunities under this Agreement.
Reporting Requirements of the Commission. Notwithstanding any other provision of this Agreement, the Servicer (i) agrees to negotiate in good faith any amendment or modification (including an indemnification agreed to in connection therewith) to this Agreement as may be necessary, in the judgment of the Depositor and its counsel (as evidenced by an opinion of such counsel addressed to the Servicer), to comply with any rules promulgated by the U.S. Securities and Exchange Commission (the "Commission") and any interpretations thereof by the staff of the Commission (collectively, "SEC Rules") and (ii) with reasonable notice and upon written request, provide to the Depositor, within reasonable timeframes designed to comply with SEC Rules, for inclusion in any periodic report required to be filed under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), such items of information regarding this Agreement and matters related to the Servicer, including as applicable (by way of example and not limitation), a description of any material litigation or governmental action or proceeding involving the Servicer or its affiliates (collectively, the "Servicer Information"), provided, that such information shall be required to be provided by the Servicer only to the extent that such shall be determined by the Depositor and its counsel (as evidenced by an opinion of such counsel addressed to the Servicer) to be necessary to comply with any SEC Rules. The Seller agrees to cooperate in good faith with the Servicer to negotiate the reimbursement of any material out-of-pocket fees or expenses incurred by the Servicer as a result of such amendment.
Reporting Requirements of the Commission. The Securities Administrator shall provide the required assessments, attestations and reports and otherwise comply with Sections 3.16, 3.17, 3.18 and 3.19 of the Sale and Servicing Agreement.
Reporting Requirements of the Commission. (a) The Depositor, the Securities Administrator and the Owner Trustee acknowledge and agree that the purpose of this Section 6.11 is to facilitate compliance by the Depositor with the provisions of Regulation AB. Neither the Depositor nor the Securities Administrator shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than the Depositor’s compliance with Regulation AB. The Owner Trustee agrees to cooperate in good faith with any reasonable request made by the Depositor or the Securities Administrator for information regarding the Owner Trustee which is required in order to enable the Depositor to comply with the provisions of Regulation AB, including, without limitation, Items 1109(a), 1109(b), 1117 and 1119(a) and (b) of Regulation AB as it relates to the Owner Trustee or to the Owner Trustee’s obligations under this Trust Agreement.
(b) For so long as the Depositor is required to file reports with respect to the Notes under Regulation AB, the Owner Trustee shall, as promptly as practicable, notify the Depositor and the Securities Administrator, in writing, of: (i) the commencement of or, if applicable, the termination of, any and all legal proceedings pending against the Owner Trustee or any and all proceedings of which any property of the Owner Trustee is the subject, that is material to Securityholders; and (ii) any such proceedings known to be contemplated by governmental authorities. The Owner Trustee shall also notify the Depositor and the Securities Administrator in writing, as promptly as practicable following notice to or discovery by a Responsible Officer of the Owner Trustee of any material changes to proceedings described in the preceding sentence. In addition, the Owner Trustee shall furnish to the Depositor and the Securities Administrator, in writing, the necessary disclosure regarding the Owner Trustee describing such proceedings required to be disclosed under Item 1117 of Regulation AB, for inclusion in reports filed by or on behalf of the Depositor with the Commission. For so long as the Notes are outstanding and the Depositor is required to report under Regulation AB with respect to the Notes, the Owner Trustee shall, no later than January 31st of each calendar year, provide to the Depositor and the Securities Administrator such information regarding the Owner Trustee as is required for the purpose of compliance with Items 1109(a), 1109(b...
Reporting Requirements of the Commission. Notwithstanding any other provision of this Agreement, the Servicer shall (i) agree to such modifications and enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor and its counsel, to comply with any rules promulgated by the Commission and any interpretations thereof by the staff of the Commission (collectively, “SEC Rules”) and (ii) upon request provide to the Depositor for inclusion in any periodic report required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such items of information regarding this Agreement and matters related to the Servicer, including as applicable (by way of example and not limitation), a description of any material litigation or governmental action or proceeding involving the Servicer or its affiliates (collectively, the “Servicer Information”), provided, that such information shall be required to be provided by the Servicer only to the extent that such shall be determined by the Depositor and its counsel to be necessary to comply with any SEC Rules.
