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 this Article XIII 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 Certificate Administrator shall exercise its right to request delivery of information or other performance under these provisions other than 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 Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 transaction, each of the parties to this Agreement shall cooperate fully with the Depositor and the Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate 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 Certificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate Administrator, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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-C7), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7)

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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 Certificate Administrator Trustee shall exercise its right their 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 XxxxxxxxSarbanes-Xxxxx Oxley Act and, in each case, the rules and regulations of the Commission thereunderthx 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 reasonable requests made by the Depositor or the Certificate Administrator Trustee in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 transactionSubject Securitization Transaction, each of the parties to this Agreement Master Servicers, the Special Servicers, any Primary Servicer and the Trustee shall cooperate fully with the Depositor and the Certificate AdministratorTrustee, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorTrustee, 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 Certificate AdministratorTrustee, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicerServicers, the Special ServicerServicers, the Trust Advisor, any Primary Servicer and the Trustee, the Custodian and the Certificate Administrator, as applicable, and any Reporting Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorTrustee, 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 Certificate AdministratorTrustee, 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: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq13), Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq13), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq11)

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 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 Certificate Administrator shall exercise its right to request delivery of information or other performance under these provisions other than 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 XxxxxxxxSxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Bank of America Xxxxxxx Xxxxx Mxxxxxx Lxxxx Trust 2013-C7 C10 transaction, each of the parties to this Agreement shall cooperate fully with the Depositor and the Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate 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 Certificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate Administrator, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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-C10), 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)

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 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 Certificate Administrator shall exercise its right to request delivery of information or other performance under these provisions other than 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 XxxxxxxxSxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Mxxxxx Sxxxxxx Capital I Inc., Series 2012-C7 C4 transaction, each of the parties to this Agreement shall cooperate fully with the Depositor and the Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate 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 Certificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian Trustee and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate Administrator, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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 Capital I Trust 2012-C4), Distribution Instructions (Morgan Stanley Capital I Trust 2012-C4), Distribution Instructions (Morgan Stanley Capital I Trust 2012-C4)

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 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 Certificate Administrator shall exercise its right to request delivery of information or other performance under these provisions other than 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 XxxxxxxxSxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Bank of America Xxxxxxx Xxxxx Mxxxxxx Lxxxx Trust 2013-C7 C13 transaction, each of the parties to this Agreement shall cooperate fully with the Depositor and the Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate 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 Certificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate Administrator, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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. 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 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 Certificate Administrator shall exercise its right to request delivery of information or other performance under these provisions other than 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 Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 20132014-C7 C16 transaction, each of the parties to this Agreement shall cooperate fully with the Depositor and the Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate 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 Certificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate Administrator, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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-C16), 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)

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 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 Certificate Administrator shall exercise its right to request delivery of information or other performance under these provisions other than 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 XxxxxxxxSxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Bank of America Xxxxxxx Xxxxx Mxxxxxx Lxxxx Trust 2013-C7 C11 transaction, each of the parties to this Agreement shall cooperate fully with the Depositor and the Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate 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 Certificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate Administrator, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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-C11), 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-C12)

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 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 Certificate Administrator shall exercise its right to request delivery of information or other performance under these provisions other than 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 XxxxxxxxSxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Mxxxxx Sxxxxxx Capital I Inc., Series 2012-C7 C5 transaction, each of the parties to this Agreement shall cooperate fully with the Depositor and the Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate 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 Certificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate Administrator, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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. 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 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 Certificate Administrator shall exercise its right to request delivery of information or other performance under these provisions other than 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 Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 C8 transaction, each of the parties to this Agreement shall cooperate fully with the Depositor and the Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate 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 Certificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate Administrator, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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 12.01 Intent of the Parties; Reasonableness. 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 XII of this Article XIII 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 Certificate Administrator shall not exercise its right 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 XxxxxxxxSarbanes-Xxxxx Oxley Act and, in each case, the rules and regulations of the Commission thereunderthx 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 reasonable requests made by the Depositor or the Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 transactionCertificates, each of the parties to this Agreement shall cooperate fully with the reasonable request of the Depositor and the Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, 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 reasonable good faith determination of the Depositor or the Certificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure disclosures relating to the Master Servicer, the Special Servicer, the Trust Advisor, any Servicing Function Participant and the Trustee, the Custodian and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate Administrator, as applicable, to be necessary in order to effect such compliance. None For the avoidance of doubt, none of the Master Servicer, the Trust Advisor, the Trustee, the Custodian, any Sub-Special Servicer or the Special Servicer are any Servicing Function Participant is responsible for filing any Exchange Act report to make filings 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 information in sufficient time to allow the Depositor or the Certificate 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 obligationCommission.

Appears in 2 contracts

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

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 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 Certificate Administrator shall exercise its right to request delivery of information or other performance under these provisions other than 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 XxxxxxxxSxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Mxxxxx Sxxxxxx Capital I Inc., Series 2011-C7 C3 transaction, each of the parties to this Agreement shall cooperate fully with the Depositor and the Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate 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 Certificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian Trustee and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate Administrator, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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 this Article XIII 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 Certificate Administrator shall exercise its right to request delivery of information or other performance under these provisions other than 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 XxxxxxxxSxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Bank of America Xxxxxxx Xxxxx Mxxxxxx Lxxxx Trust 20132012-C7 C6 transaction, each of the parties to this Agreement shall cooperate fully with the Depositor and the Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate 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 Certificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian Trustee and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate Administrator, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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 SECTION 13.1 Intent of the PartiesINTENT OF THE PARTIES; ReasonablenessREASONABLENESS. 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 Certificate Administrator Paying Agent shall exercise its right to request delivery of information or other performance under these provisions other than 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 Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator Paying Agent in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Capital I Inc., Series 2007-C7 HQ13 transaction, each of the parties to this Agreement Master Servicer, the Special Servicer, any Primary Servicer, the Trustee and the Paying Agent shall cooperate fully with the Depositor and the Certificate AdministratorPaying Agent, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorPaying 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 reasonable good faith determination of the Depositor or the Certificate AdministratorPaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisorany Primary Servicer, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorPaying Agent, as applicable, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisorany Primary Servicer, the Trustee, the Custodian, any Sub-Servicer Trustee 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 information in sufficient time to allow the Depositor or the Certificate 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 obligationCommission.

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. 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 XI of this Article XIII 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 nor The Depositor, the Certificate Administrator and the Trustee shall exercise its right rights to request delivery of information or other performance under these provisions other than 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 Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with this transaction and any Other Securitization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan, subject to the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 transactionpreceding sentence, each of the parties to this Agreement shall cooperate fully with the Depositor and the Certificate AdministratorAdministrator and any Other Depositor or Other Trustee of any Other Securitization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan, deliver or make available to the Depositor or the 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 Other Trustee, as applicable, to permit the Depositor to comply with the provisions of Regulation AB and (ii) such disclosure relating to the applicable Master Servicer, the applicable Special Servicer, 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 AdministratorAdministrator and any such Other Depositor or Other Trustee, as applicable applicable, (including any of their assignees or designees), ) (i) 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 Certificate Administrator, as applicable, Administrator to permit the Depositor to comply with the provisions of Regulation AB, together with AB and (ii) such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian and the Certificate Administrator, as applicable, and any Sub-Servicer, Servicing Function Participant or the servicing 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 AdministratorAdministrator or the related Other Depositor or related Other Trustee, 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 13.111.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XIIIXI, 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 Intent 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 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 Certificate Administrator Master Servicer shall exercise its right rights to request delivery of information or other performance under these provisions other than in reasonable 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 XxxxxxxxSarbanes-Xxxxx Oxley Act and, in each case, the rules and regulations of the Commission thereunderthx 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 reasonable requests made by the Depositor or the Certificate Administrator Master Servicer in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 transactionCertificates, each of the parties to this Agreement Master Servicer, the Special Servicer, the Primary Servicer, the Trustee and the Paying Agent shall cooperate fully with the Depositor and the Certificate AdministratorMaster Servicer, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorMaster 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 reasonable good faith determination of the Depositor or the Certificate AdministratorMaster Servicer, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, or the Trust AdvisorPrimary Servicer, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorMaster Servicer, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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 Dean Witter Capital I Inc)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 10.01 Intent of the Parties; 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 X of this Article XIII 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 Certificate Administrator Trustee shall exercise its right rights to request delivery of information or other performance under these provisions other than 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 XxxxxxxxSarbanes-Xxxxx Oxley Act and, in each case, the rules and regulations of the Commission thereunderthx 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 Certificate Administrator 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 (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Deutsche Mortgage & Asset Receiving Corporation, Series COMM 2006-C7 transaction, subject to the preceding sentence, each of the parties to this Agreement agreement shall cooperate fully with the Depositor and the Certificate AdministratorTrustee, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorTrustee, 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 Certificate AdministratorTrustee, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisor, Servicer and the Trustee, the Custodian and the Certificate Administrator, as applicable, and any Sub-ServicerServicing Function Participant, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorTrustee, 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 13.110.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate AdministratorTrustee, 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 (COMM 2006-C7 Mortgage Trust)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 11.01 Intent of the Parties; 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 XI of this Article XIII 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 nor The Depositor, the Certificate Administrator and the Trustee shall exercise its right rights to request delivery of information or other performance under these provisions other than 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 Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with this transaction and any Other Securitization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan, subject to the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 transactionpreceding sentence, each of the parties to this Agreement shall cooperate fully with the Depositor and the Certificate AdministratorAdministrator and any Other Depositor or Other Trustee of any Other Securitization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan, deliver or make available to the Depositor or the 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 Other Trustee, as applicable, to permit the Depositor to comply with the provisions of Regulation AB and (ii) such disclosure relating to the applicable Master Servicer, the applicable Special Servicer, 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 AdministratorAdministrator and any such Other Depositor or Other Trustee, as applicable applicable, (including any of their assignees or designees), ) (i) 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 Certificate Administrator, as applicable, Administrator to permit the Depositor to comply with the provisions of Regulation AB, together with AB and (ii) such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian and the Certificate Administrator, as applicable, and any Sub-Servicer, Servicing Function Participant or the servicing 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 AdministratorAdministrator or the related Other Depositor or related Other Trustee, 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 13.111.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XIIIXI, 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; ReasonablenessREASONABLENESS. 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 Certificate Administrator Paying Agent shall exercise its right rights to request delivery of information or other performance under these provisions other than 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 Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator Paying Agent in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Capital I Inc., Series 2007-C7 HQ11 transaction, each of the parties to this Agreement Master Servicer, the Special Servicer, any Primary Servicer, the Trustee and the Paying Agent shall cooperate fully with the Depositor and the Certificate AdministratorPaying Agent, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorPaying 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 reasonable good faith determination of the Depositor or the Certificate AdministratorPaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisorany Primary Servicer, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorPaying Agent, as applicable, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust AdvisorPrimary Servicer, the Trustee, the Custodian, any Sub-Servicer Trustee 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 information in sufficient time to allow the Depositor or the Certificate 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 obligationCommission.

Appears in 1 contract

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

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 10.01 Intent of the Parties; 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 X of this Article XIII 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 Certificate Administrator Trustee shall exercise its right rights to request delivery of information or other performance under these provisions other than 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 XxxxxxxxSarbanes-Xxxxx Oxley Act and, in each case, the rules and regulations of the Commission thereunderthx 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 Certificate Administrator 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 (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Deutsche Mortgage & Asset Receiving Corporation, Series CD 2006-C7 CD2 transaction, subject to the preceding sentence, each of the parties to this Agreement agreement shall cooperate fully with the Depositor and the Certificate AdministratorTrustee, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorTrustee, 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 Certificate AdministratorTrustee, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the either Master Servicer, the Special Servicer, the Trust Advisor, Servicer and the Trustee, the Custodian and the Certificate Administrator, as applicable, and any Sub-ServicerServicing Function Participant, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorTrustee, 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 13.110.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate AdministratorTrustee, 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 (Deutsche Mortgage & Asset Receiving Corp)

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 Certificate Administrator Master Servicer shall exercise its right rights to request delivery of information or other performance under these provisions other than 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 XxxxxxxxSarbanes-Xxxxx Oxley Act and, in each case, the rules and regulations of the Commission thereunderXxxxxxxxxx xxxreunder. 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 reasonable requests made by the Depositor or the Certificate Administrator Master Servicer in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Bear Stearns Commercial Mortgage Securities Inc., Series 2006-C7 transactionTOP22 transactxxx, each xxch of the parties to this Agreement Master Servicer, the Special Servicer, any Primary Servicer, the Trustee and the Paying Agent shall cooperate fully with the Depositor and the Certificate AdministratorMaster Servicer, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorMaster 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 reasonable good faith determination of the Depositor or the Certificate AdministratorMaster Servicer, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust AdvisorPrimary Servicer, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorMaster Servicer, as applicable, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust AdvisorPrimary Servicer, the Trustee, the Custodian, any Sub-Servicer Trustee 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 information in sufficient time to allow the Depositor or the Certificate 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 obligationCommission.

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 12.01 Intent of the Parties; 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 XII of this Article XIII 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 Certificate Administrator Servicer shall exercise its right rights to request delivery of information or other performance under these provisions other than 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 XxxxxxxxSarbanes-Xxxxx Oxley Act and, in each case, the rules and regulations of the Commission xxx 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 reasonable requests made by the Depositor or the Certificate Administrator Servicer in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 transactiontransaction governed by this Agreement, each of the parties to this Agreement Servicer, the Special Servicer, any primary servicer or subservicer, the Trustee and the Paying Agent shall cooperate fully with the Depositor and the Certificate AdministratorServicer, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorServicer, 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 Certificate AdministratorServicer, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisoror any primary servicer or subservicer, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorServicer, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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 (Ge Commercial Mortgage Corp)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 SECTION 11.01. Intent of the Parties; 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 XI of this Article XIII 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 Certificate Administrator either Master Servicer shall exercise its right rights to request delivery of information or other performance under these provisions other than in reasonable 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 XxxxxxxxSxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 reasonable requests made by the Depositor or the Certificate Administrator Master Servicers in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Bear Sxxxxxx Commercial Mortgage Securities Inc., Series 2006-C7 PWR14 transaction, each of the parties to this Agreement Master Servicers, the Special Servicers, the Primary Servicers, the Trustee and the Certificate Administrator shall cooperate fully with the good faith requests of the Depositor and the Certificate AdministratorMaster Servicers, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorMaster 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 reasonable good faith determination of the Depositor or the Certificate AdministratorMaster Servicers, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the such Master Servicer, the such Special Servicer, the Trust Advisorsuch Primary Servicer, the Trustee, the Custodian Trustee and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorMaster Servicers, as applicable, to be necessary in order to effect such compliance. None For the avoidance of doubt, none of the Master ServicerServicers, the Trust Advisor, the Trustee, the Custodian, any Sub-Servicer Primary Servicers or the Special Servicer are Servicers is responsible for filing any Exchange Act report to make filings 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 information in sufficient time to allow the Depositor or the Certificate 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 obligationCommission.

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 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 Certificate Administrator Paying Agent shall exercise its right their 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 XxxxxxxxSarbanes-Xxxxx Oxley Act and, in each casecaxx, the rules xxx xxxxx and regulations of the 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 Certificate Administrator Paying Agent in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 transactionSubject Securitization Transaction, each of the parties to this Agreement Master Servicers, the Special Servicers, any Primary Servicer and the Trustee shall cooperate fully with the Depositor and the Certificate AdministratorPaying Agent, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorPaying 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 reasonable good faith determination of the Depositor or the Certificate AdministratorPaying 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, the Special Servicer, the Trust Advisor, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Reporting Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorPaying Agent, 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 Certificate AdministratorPaying Agent, 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: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq16)

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 Certificate Administrator Paying Agent shall exercise its right their 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 XxxxxxxxSarbanes-Xxxxx Oxley Act and, in each case, the rules and regulations of the Commission thereunderthx 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 reasonable requests made by the Depositor or the Certificate Administrator Paying Agent in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 transactionSubject Securitization Transaction, each of the parties to this Agreement Master Servicers, the Special Servicer, any Primary Servicer and the Trustee shall cooperate fully with the Depositor and the Certificate AdministratorPaying Agent, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorPaying 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 reasonable good faith determination of the Depositor or the Certificate AdministratorPaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicerServicers, the Special Servicer, the Trust Advisorany Primary Servicer, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Reporting Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorPaying Agent, 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 Certificate AdministratorPaying Agent, 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 Capital I Trust 2006-Iq12)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section SECTION 13.1 Intent of the PartiesINTENT OF THE PARTIES; ReasonablenessREASONABLENESS. 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 Certificate Administrator Paying Agent shall exercise its right rights to request delivery of information or other performance under these provisions other than 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 XxxxxxxxSarbanes-Xxxxx Oxley Act and, in each case, the rules and regulations of the Commission xxx Xxxxxxxxxx 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 Certificate Administrator Paying Agent in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Morgan Stanley Capital I Inc., Series 2006-C7 HQ9 transaction, each of xxx Xaxxxx Xxrvicer, the parties to this Agreement Special Servicer, any Primary Servicer, the Trustee (so long as it is a Servicing Function Participant) and the Paying Agent shall cooperate fully with the Depositor and the Certificate AdministratorPaying Agent, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorPaying 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 reasonable good faith determination of the Depositor or the Certificate AdministratorPaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisorany Primary Servicer, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorPaying Agent, as applicable, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust AdvisorPrimary Servicer, the Trustee, the Custodian, any Sub-Servicer Trustee or the Special Servicer are responsible for filing any Exchange Act report with the Commission on behalf of the TrustCommission. 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 information in sufficient time to allow the Depositor or the Certificate 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.334

Appears in 1 contract

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

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EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 Intent SECTION 11.01.Intent of the Parties; 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 XI of this Article XIII 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 Certificate Administrator either Master Servicer shall exercise its right rights to request delivery of information or other performance under these provisions other than in reasonable 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 Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 reasonable requests made by the Depositor or the Certificate Administrator Master Servicers in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Bear Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Commercial Mortgage Securities Inc., Series 2007-C7 PWR18 transaction, each of the parties to this Agreement Master Servicers, the Special Servicers, the Primary Servicers, the Trustee and the Certificate Administrator shall cooperate fully with the good faith requests of the Depositor and the Certificate AdministratorMaster Servicers, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorMaster 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 reasonable good faith determination of the Depositor or the Certificate AdministratorMaster Servicers, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the such Master Servicer, the such Special Servicer, the Trust Advisorsuch Primary Servicer, the Trustee, the Custodian Trustee and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorMaster Servicers, as applicable, to be necessary in order to effect such compliance. None For the avoidance of doubt, none of the Master ServicerServicers, the Trust Advisor, the Trustee, the Custodian, any Sub-Servicer Primary Servicers or the Special Servicer are Servicers is responsible for filing any Exchange Act report to make filings 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 information in sufficient time to allow the Depositor or the Certificate 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 obligationCommission.

Appears in 1 contract

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

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 Certificate Administrator Paying Agent shall exercise its right to request delivery of information or other performance under these provisions other than 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 XxxxxxxxSarbanes-Xxxxx Oxley Act and, in each case, the rules and regulations of the Commission thereunderXxxxxxxxxx xxxreunder. 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 Certificate Administrator Paying Agent in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Bear Stearns Commercial Mortgage Securities Inc., Series 2006-C7 transactionTOP24 transactxxx, each xxch of the parties to this Agreement Master Servicer, the Special Servicer, any Primary Servicer, the Trustee and the Paying Agent shall cooperate fully with the Depositor and the Certificate AdministratorPaying Agent, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorPaying 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 reasonable good faith determination of the Depositor or the Certificate AdministratorPaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust AdvisorPrimary Servicer, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorPaying Agent, as applicable, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust AdvisorPrimary Servicer, the Trustee, the Custodian, any Sub-Servicer Trustee 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 information in sufficient time to allow the Depositor or the Certificate 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 obligationCommission.

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 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 Certificate Administrator Paying Agent shall exercise its right their 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 XxxxxxxxSarbanes-Xxxxx Oxley Act and, in each case, the rules and regulations of the Commission xxx Xxxxxxxxxx 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 Certificate Administrator Paying Agent in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 transactionSubject Securitization Transaction, each of the parties to this Agreement Master Servicers, the Special Servicer, any Primary Servicer and the Trustee shall cooperate fully with the Depositor and the Certificate AdministratorPaying Agent, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorPaying 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 reasonable good faith determination of the Depositor or the Certificate AdministratorPaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master ServicerServicers, the Special Servicer, the Trust Advisorany Primary Servicer, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Reporting Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorPaying Agent, 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 Certificate AdministratorPaying Agent, 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 Capital I Trust 2006-Iq12)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section SECTION 13.1 Intent of the PartiesINTENT OF THE PARTIES; ReasonablenessREASONABLENESS. 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 Certificate Administrator Paying Agent shall exercise its right to request delivery of information or other performance under these provisions other than 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 Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator Paying Agent in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Capital I Inc., Series 2006-C7 TOP23 transaction, each of the parties to this Agreement Master Servicer, the Special Servicer, any Primary Servicer, the Trustee and the Paying Agent shall cooperate fully with the Depositor and the Certificate AdministratorPaying Agent, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorPaying 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 reasonable good faith determination of the Depositor or the Certificate AdministratorPaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust AdvisorPrimary Servicer, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorPaying Agent, as applicable, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust AdvisorPrimary Servicer, the Trustee, the Custodian, any Sub-Servicer Trustee 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 information in sufficient time to allow the Depositor or the Certificate 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 obligationCommission.

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. 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 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 Certificate Administrator Master Servicer shall exercise its right rights to request delivery of information or other performance under these provisions other than in reasonable 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 XxxxxxxxSxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 reasonable requests made by the Depositor or the Certificate Administrator Master Servicer in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 transactionCertificates, each of the parties to this Agreement Master Servicer, the Special Servicer, the Primary Servicer, the Trustee and the Paying Agent shall cooperate fully with the Depositor and the Certificate AdministratorMaster Servicer, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorMaster 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 reasonable good faith determination of the Depositor or the Certificate AdministratorMaster Servicer, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, or the Trust AdvisorPrimary Servicer, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorMaster Servicer, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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: 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. 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 XI of this Article XIII 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 Certificate Administrator either Master Servicer shall exercise its right rights to request delivery of information or other performance under these provisions other than in reasonable 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 Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 reasonable requests made by the Depositor or the Certificate Administrator Master Servicers in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Bear Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Commercial Mortgage Securities Inc., Series 2006-C7 PWR12 transaction, each of the parties to this Agreement Master Servicers, the Special Servicers, the Primary Servicers, the Trustee and the Certificate Administrator shall cooperate fully with the good faith requests of the Depositor and the Certificate AdministratorMaster Servicers, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorMaster 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 reasonable good faith determination of the Depositor or the Certificate AdministratorMaster Servicers, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the such Master Servicer, the such Special Servicer, the Trust Advisorsuch Primary Servicer, the Trustee, the Custodian Trustee and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorMaster Servicers, as applicable, to be necessary in order to effect such compliance. None For the avoidance of doubt, none of the Master ServicerServicers, the Trust Advisor, the Trustee, the Custodian, any Sub-Servicer Primary Servicers or the Special Servicer are Servicers is responsible for filing any Exchange Act report to make filings 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 information in sufficient time to allow the Depositor or the Certificate 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 obligationCommission.

Appears in 1 contract

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

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section SECTION 13.1 Intent of the PartiesINTENT OF THE PARTIES; ReasonablenessREASONABLENESS. 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 Certificate Administrator Master Servicer shall exercise its right rights to request delivery of information or other performance under these provisions other than 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 Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 reasonable requests made by the Depositor or the Certificate Administrator Master Servicer in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Capital I Inc., Series 2006-C7 HQ8 transaction, each of the parties to this Agreement Master Servicer, the Special Servicer, any Primary Servicer, the Trustee and the Paying Agent shall cooperate fully with the Depositor and the Certificate AdministratorMaster Servicer, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorMaster 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 reasonable good faith determination of the Depositor or the Certificate AdministratorMaster Servicer, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisorany Primary Servicer, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorMaster Servicer, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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 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 Certificate Administrator Paying Agent shall exercise its right their 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 XxxxxxxxSarbanes-Xxxxx Oxley Act and, in each casecasx, the rules and xxx xxxxx xnd regulations of the 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 Certificate Administrator Paying Agent in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 transactionSubject Securitization Transaction, each of the parties to this Agreement Master Servicers, the Special Servicers, any Primary Servicer and the Trustee shall cooperate fully with the Depositor and the Certificate AdministratorPaying Agent, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorPaying 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 reasonable good faith determination of the Depositor or the Certificate AdministratorPaying 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, the Special Servicer, the Trust Advisor, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Reporting Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorPaying Agent, 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 Certificate AdministratorPaying Agent, 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 Capital I Trust 2007-Iq15)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section 13.1 SECTION 11.01. Intent of the Parties; 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 XI of this Article XIII 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 Certificate Administrator either Master Servicer shall exercise its right rights to request delivery of information or other performance under these provisions other than in reasonable 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 Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 reasonable requests made by the Depositor or the Certificate Administrator Master Servicers in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Bear Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Commercial Mortgage Securities II Inc., Series 2006-C7 PWR11 transaction, each of the parties to this Agreement Master Servicers, the Special Servicer, the Primary Servicers, the Trustee and the Certificate Administrator shall cooperate fully with the good faith requests of the Depositor and the Certificate AdministratorMaster Servicers, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorMaster 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 reasonable good faith determination of the Depositor or the Certificate AdministratorMaster Servicers, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the such Master Servicer, the Special Servicer, the Trust Advisoror such Primary Servicer, the Trustee, the Custodian Trustee and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorMaster Servicers, as applicable, to be necessary in order to effect such compliance. None For the avoidance of doubt, none of the Master ServicerServicers, the Trust Advisor, the Trustee, the Custodian, any Sub-Servicer Primary Servicers or the Special Servicer are is responsible for filing any Exchange Act report to make filings 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 information in sufficient time to allow the Depositor or the Certificate 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 obligationCommission.

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; ReasonablenessREASONABLENESS. 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 Certificate Administrator Paying Agent shall exercise its right to request delivery of information or other performance under these provisions other than 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 XxxxxxxxSxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator Paying Agent in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Mxxxxx Sxxxxxx Capital I Inc., Series 2007-C7 TOP25 transaction, each of the parties to this Agreement Master Servicer, the Special Servicer, any Primary Servicer, the Trustee and the Paying Agent shall cooperate fully with the Depositor and the Certificate AdministratorPaying Agent, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorPaying 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 reasonable good faith determination of the Depositor or the Certificate AdministratorPaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust AdvisorPrimary Servicer, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorPaying Agent, as applicable, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust AdvisorPrimary Servicer, the Trustee, the Custodian, any Sub-Servicer Trustee 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 information in sufficient time to allow the Depositor or the Certificate 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 obligationCommission.

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; ReasonablenessREASONABLENESS. 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 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 Certificate Administrator Master Servicer shall exercise its right rights to request delivery of information or other performance under these provisions other than in reasonable 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 Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 reasonable requests made by the Depositor or the Certificate Administrator Master Servicer in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013Capital I Inc., Series 2006-C7 TOP 21 transaction, each of the parties to this Agreement Master Servicer, the Special Servicer, the Primary Servicer, the Trustee and the Paying Agent shall cooperate fully with the Depositor and the Certificate AdministratorMaster Servicer, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorMaster 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 reasonable good faith determination of the Depositor or the Certificate AdministratorMaster Servicer, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, or the Trust AdvisorPrimary Servicer, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorMaster Servicer, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2006-Top21)

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section SECTION 13.1 Intent of the PartiesINTENT OF THE PARTIES; ReasonablenessREASONABLENESS. 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 Certificate Administrator Paying Agent shall exercise its right 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 XxxxxxxxSarbanes-Xxxxx Oxley Act and, in each case, the rules and regulations of the Commission xx 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 reasonable requests made by the Depositor or the Certificate Administrator Paying Agent in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 transactionSubject Securitization Transaction, each of the parties to this Agreement shall Master Servicer, the Special Servicer, any Primary Servicer, the Trustee and the Paying Agent shall, upon reasonable advance notice, cooperate fully with the Depositor and the Certificate AdministratorPaying Agent, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorPaying 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 reasonable good faith determination of the Depositor or the Certificate AdministratorPaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such ccxcv disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisorany Primary Servicer, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorPaying Agent, as applicable, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisorany Primary Servicer, the Trustee, the Custodian, any Sub-Servicer Trustee 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 information in sufficient time to allow the Depositor or the Certificate 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 obligationCommission.

Appears in 1 contract

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

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE. Section SECTION 13.1 Intent of the PartiesINTENT OF THE PARTIES; ReasonablenessREASONABLENESS. 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 Certificate Administrator Paying Agent shall exercise its right 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 Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator Paying Agent in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance)AB. In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 transactionSubject Securitization Transaction, each of the parties to this Agreement shall Master Servicer, the Special Servicer, any Primary Servicer, the Trustee and the Paying Agent shall, upon reasonable advance notice, cooperate fully with the Depositor and the Certificate AdministratorPaying Agent, as applicable, to deliver or make available to the Depositor or the Certificate AdministratorPaying 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 reasonable good faith determination of the Depositor or the Certificate AdministratorPaying Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisorany Primary Servicer, the Trustee, the Custodian Trustee and the Certificate AdministratorPaying Agent, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate AdministratorPaying Agent, as applicable, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisorany Primary Servicer, the Trustee, the Custodian, any Sub-Servicer Trustee 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 information in sufficient time to allow the Depositor or the Certificate 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 obligationCommission.

Appears in 1 contract

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

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 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 Certificate Administrator shall exercise its right to request delivery of information or other performance under these provisions other than 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 Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7 C9 transaction, each of the parties to this Agreement shall cooperate fully with the Depositor and the Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate 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 Certificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate Administrator, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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 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 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 Certificate Administrator shall exercise its right to request delivery of information or other performance under these provisions other than 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 XxxxxxxxSxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the 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 Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Bank of America Xxxxxxx Xxxxx Mxxxxxx Lxxxx Trust 2013-C7 C9 transaction, each of the parties to this Agreement shall cooperate fully with the Depositor and the Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate 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 Certificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate Administrator, as applicable, 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 information in sufficient time to allow the Depositor or the Certificate 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)

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