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.
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 11.01 Intent of the Parties; Reasonableness........................ Section 11.02
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 11.01 Intent of the Parties; Reasonableness 390 Section 11.02 Succession; Subcontractors 391 Section 11.03 Filing Obligations 392 Section 11.04 Form 10-D and Form ABS-EE Filings 393 Section 11.05 Form 10-K Filings 397 Section 11.06 Xxxxxxxx-Xxxxx Certification 400 Section 11.07 Form 8-K Filings 401 Section 11.08 Form 15 Filing 403 Section 11.09 Annual Compliance Statements 403 Section 11.10 Annual Reports on Assessment of Compliance with Servicing Criteria 405 Section 11.11 Annual Independent Public Accountants’ Attestation Report 407 Section 11.12 Indemnification 408 Section 11.13 Amendments 411 Section 11.14 Regulation AB Notices 411 Section 11.15 Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans 411 Section 11.16 Certain Matters Regarding Significant Obligors 416 Section 11.17 Impact of Cure Period 417 ARTICLE XII THE ASSET REPRESENTATIONS REVIEWER Section 12.01 Asset Review 417 Section 12.02 Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability 424 Section 12.03 Resignation of the Asset Representations Reviewer 425 Section 12.04 Restrictions of the Asset Representations Reviewer 425 Section 12.05 Termination of the Asset Representations Reviewer 425 ARTICLE XIII MISCELLANEOUS PROVISIONS Section 13.01 Amendment 428 Section 13.02 Recordation of Agreement; Counterparts 433 Section 13.03 Limitation on Rights of Certificateholders 433 Section 13.04 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial 434 Section 13.05 Notices 435 Section 13.06 Severability of Provisions 440 Section 13.07 Grant of a Security Interest 440 Section 13.08 Successors and Assigns; Third Party Beneficiaries 441
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness.......................... Section 13.2 Certain Information to be Provided by the Master Servicers, the Special Servicers, any Primary Servicer and the Trustee... Section 13.3
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. The Primary Servicer shall comply with all applicable terms and conditions of Article XI of the Pooling and Servicing Agreement.
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 10.01 Intent of the Parties; Reasonableness........................ Section 10.02 [Reserved]................................................... Section 10.03 Information to be Provided by the Master Servicer and the Special Servicer............................................ Section 10.04 Information to be Provided by the Trustee.................... Section 10.05
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness 333 Section 13.2 Information to be Provided by the Master Servicer, the Special Servicer, any Primary Servicer and the Certificate Administrator 334 Section 13.3 Filing Obligations 336 Section 13.4 Form 10-D Filings 336 Section 13.5 Form 10-K Filing 338 Page
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 11.1 Intent of the Parties; Reasonableness 219 Section 11.2 Succession; Sub-Servicers; Subcontractors 219 Section 11.3 Other Securitization Trust’s Filing Obligations 221 Section 11.4 Form 10-D Disclosure 221 Section 11.5 Form 10-K Disclosure 222 Section 11.6 Form 8-K Disclosure 222 Section 11.7 Annual Compliance Statements 223 Section 11.8 Annual Reports on Assessment of Compliance with Servicing Criteria 224 Section 11.9 Annual Independent Public Accountants’ Servicing Report 225 Section 11.10 Significant Obligor 226 Section 11.11 Sxxxxxxx-Xxxxx Backup Certification 227 Section 11.12 Indemnification 228 Section 11.13 Amendments 229 Section 11.14 Termination of the Certificate Administrator 229 Section 11.15 Termination of Sub-Servicing Agreements 229 Section 11.16 Notification Requirements and Deliveries in Connection with Securitization of the Companion Loan 229 ARTICLE 12 REMIC ADMINISTRATION
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent of the Parties; Reasonableness....................................................... 343 Section 13.2 Information to be Provided by the Master Servicer, the Special Servicer, any Primary Servicer and the Paying Agent............................................................... 344 Section 13.3 Filing Obligations.......................................................................... 345 Section 13.4 Form 10-D Filings........................................................................... 345 Section 13.5 Form 10-K Filings........................................................................... 347 Section 13.6 Sarbanes-Oxley Certification................................................................ 349 Section 13.7 Form 8-K Filings............................................................................ 350 Section 13.8 Form 15 Filing; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports......... 352 Section 13.9
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. SECTION 11.01. Intent of the Parties; Reasonableness.................... 270 SECTION 11.02. [Reserved.].............................................. 270 SECTION 11.03. Information to be Provided by the Master Servicers, the Special Servicers, the Primary Servicers and the Certificate Administrator............................. 270 SECTION 11.04. [Reserved.].............................................. 272 SECTION 11.05. Filing Obligations....................................... 272 SECTION 11.06. Form 10-D Filings........................................ 272 SECTION 11.07. Form 10-K Filings........................................ 274 SECTION 11.08. Sxxxxxxx-Xxxxx Certification............................. 275 SECTION 11.09. Form 8-K Filings.........................................
