Exchange Act Rule 17g-5 Procedures Sample Clauses

The Exchange Act Rule 17g-5 Procedures clause establishes requirements for credit rating agencies to maintain transparency and prevent conflicts of interest in the rating process. It typically mandates that information provided to a credit rating agency for the purpose of determining a structured finance product's rating must also be made available to other rating agencies, often through a secure website or data room. This ensures that all eligible agencies have equal access to relevant data, promoting fairness and competition while reducing the risk of biased or uninformed ratings.
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Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Trust Certificates or the Trust Loans relevant to the Rating Agencies’ surveillance of the Trust Certificates or the Trust Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Trust Certificates or the Trust Loans relevant to such Rating Agency’s surveillance of the Trust Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the Trust Certificates or the Trust Loans relevant to such Rating Agency’s surveillance of the Trust Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response. Any communications from a Rating Agency to the Master Servicer, including any specific requests from a Rating Agency, shall be in writing. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the M...
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Exchange Act Rule 17g-5 Procedures. (a) Notwithstanding any provision herein to the contrary but subject to Section 6.19(c) of this Agreement and except as required by law, the Primary Servicer shall not provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates, the Mortgage Loans or the Serviced Companion Loans relevant to the Rating Agency’s surveillance of the Certificates, the Mortgage Loans or the Serviced Companion Loans, including, but not limited to, providing responses to inquiries from the Rating Agency regarding the Certificates, the Mortgage Loans or the Serviced Companion Loans and requests for Rating Agency Confirmation. All such information will be provided by, and all such communications, responses and requests will be made by, the Master Servicer in accordance with the procedures required by the Pooling and Servicing Agreement. To the extent that the Master Servicer is required to take any action under the Pooling and Servicing Agreement to comply with Exchange Act Rule 17g-5, the Primary Servicer shall cooperate and provide any information reasonably requested by the Master Servicer to enable the Master Servicer to comply with such obligations. (b) The Primary Servicer hereby expressly agrees to indemnify and hold harmless the Master Servicer and the Depositor and their respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon (i) the Primary Servicer’s breach of this Section 6.19 or (ii) a determination by the Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the Primary Servicer, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such...
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Exchange Act Rule 17g-5 Procedures. The Indenture Trustee shall not communicate with (including verbal communication) or provide information to any Rating Agency regarding anything related to this Indenture without prior consultation with the [_________________] to ensure compliance with Rule 17g-5 under the Exchange Act (“Rule 17g-5”). With respect to any document, notice or other information required pursuant to this Indenture to be sent by the Indenture Trustee to any Rating Agency, the Indenture Trustee agrees to provide any such document, notice or other information to [_________________] for posting on its Rule 17g-5 compliant website related to this transaction (the “Rule 17g-5 Website”). [_________________] shall promptly confirm to the Indenture Trustee any such document, notice or other information has been posted to the Rule 17g-5 Website as a condition to the Indenture Trustee providing such document, notice or other information to any Rating Agency. Notwithstanding anything to the contrary in this Indenture, the Indenture Trustee shall have no obligation to deliver such document, notice or other information to any Rating Agency until such applicable party has received written confirmation from [_________________] of the posting of such document, notice or other information by [_________________] to the Rule 17g-5 Website, and the Indenture Trustee shall not be liable for any failure to deliver such document, notice or other information to any Rating Agency prior to any applicable deadline in this Indenture where such failure is caused by any failure or inability of [_________________] timely to provide such written confirmation. The Indenture Trustee, pursuant to procedures mutually agreed upon with [_________________], shall require that any person attempting to access the Indenture Trustee website related to this transaction represent that they are not an employee or representative of a rating agency, provided that the Indenture Trustee shall bear no expense or liability relating to any representation made by any person attempting to access the Indenture Trustee website.
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Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 10.16 or this Section 10.17 or otherwise in this Agreement or as required by law, none of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall provide any information directly to, or communicate with, either orally or in writing, each Rating Agency regarding the Certificates or the Trust Loan relevant to each Rating Agency’s surveillance of the Certificates or the Trust Loan, including, but not limited to, providing responses to inquiries from each Rating Agency regarding the Certificates or the Trust Loan relevant to each Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding the Certificates or the Trust Loan relevant to such Rating Agency’s surveillance of the Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and shall be provided to the 17g-5 Information Provider who shall post such written response to the 17g-5 Information Provider’s Website. Information shall be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m. (New York time) or, if received after 2:00 p.m. (New York time), on the next Business Day by 12:00 p.m. (New York time). If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information Provider on the same Business Day provided that such request is made prior to 2:00 p.m., New York time on such Business Day, or, if received after 2:00 p.m., New York time, on the following Business Day. (b) To the extent that any of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee is required to provide any information to, or communicate with, a Rating Agency in accordance with its obligations under this Agreement, the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, shall provide such information or communication to the 17g-5 Information Provider by e-mail, which the 17g-5 Information Provider shall upload to the 17g-5 Information Provider’s Website. Information shall be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m. (New York time) or, if received after 2:00 p.m. (New York time), on the next ...
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Exchange Act Rule 17g-5 Procedures. (a) Except as otherwise provided in Section 11.06 of this Agreement or this Section 11.14 or otherwise in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party (except as provided in Section 10.14(d)) and shall be provided to the 17g-5 Information Provider who shall promptly post such written response to the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 10.14(d), and after the responding party receives written notification from the 17g-5 Information Provider (which the 17g-5 Information Provider agrees to provide on a reasonably prompt basis) (which may be in the form of e-mail) that such response has been posted on the 17g-5 Information Provider’s Website, such responding party may provide such response to such Rating Agency. (b) To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, shall provide such information or communication to the 17g-5 Information Provider by e-mail, which the 17g-5 Information Provider shall promptly upload to the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 10.14(d), a...
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Exchange Act Rule 17g-5 Procedures. Prior to an Event of Default, the Indenture Trustee shall not communicate with (including verbal communication) or provide information to any Rating Agency regarding anything related to this Indenture without prior consultation with the Depositor to ensure compliance with Rule 17g-5. With respect to any document, notice or other information required pursuant to this Indenture to be sent by the Indenture Trustee to any Rating Agency, the Indenture Trustee agrees to provide any such document, notice or other information to the Depositor for posting on its Rule 17g-5 Website. The Depositor shall promptly confirm to the Indenture Trustee any such document, notice or other information has been posted to the Rule 17g-5 Website as a condition to the Indenture Trustee providing such document, notice or other information to any Rating Agency or Holder. Notwithstanding anything to the contrary in this Indenture, the Indenture Trustee shall have no obligation to deliver such document, notice or other information to the Rating Agencies until the Indenture Trustee has received written confirmation from the Depositor of the posting of such document, notice or other information by the Depositor to the Rule 17g-5 Website, and the Indenture Trustee shall not be liable for any failure to deliver such document, notice or other information to the Rating Agencies prior to any applicable deadline in this Indenture where such failure is caused by any failure or inability of the Depositor timely to provide such written confirmation.
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Exchange Act Rule 17g-5 Procedures. The Trustee shall not communicate with (including verbal communication) or provide information to any Rating Agency regarding anything related to this Agreement without prior consultation with the [_________________] to ensure compliance with Rule 17g-5 under the Exchange Act (“Rule 17g-5”). With respect to any document, notice or other information required pursuant to this Agreement to be sent by the Trustee to any Rating Agency, the Trustee agrees to provide any such document, notice or other information to [_________________] for posting on its Rule 17g-5 compliant website related to this transaction (the “Rule 17g-5 Website”). [_________________] shall promptly confirm to the Trustee any such document, notice or other information has been posted to the Rule 17g-5 Website as a condition to the Trustee providing such document, notice or other information to any Rating Agency. Notwithstanding anything to the contrary in this Agreement, the Trustee shall have no obligation to deliver such document, notice or other information to any Rating Agency until such applicable party has received written confirmation from [_________________] of the posting of such document, notice or other information by [_________________] to the Rule 17g-5 Website, and the Trustee shall not be liable for any failure to deliver such document, notice or other information to any Rating Agency prior to any applicable deadline in this Agreement where such failure is caused by any failure or inability of [_________________] timely to provide such written confirmation. The Trustee, pursuant to procedures mutually agreed upon with [_________________], shall require that any person attempting to access the Trustee website related to this transaction represent that they are not an employee or representative of a rating agency, provided that the Trustee shall bear no expense or liability relating to any representation made by any person attempting to access the Trustee website.
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Exchange Act Rule 17g-5 Procedures. The Trustee shall not communicate with (including verbal communication) or provide information to any Rating Agency regarding anything related to this Agreement without prior consultation with the [ ] to ensure compliance with Rule 17g-5 under the Exchange Act (“Rule 17g-5”). With respect to any document, notice or other information required pursuant to this Agreement to be sent by the Trustee to any Rating Agency, the Trustee agrees to provide any such document, notice or other information to [ ] for posting on its Rule 17g-5 compliant website related to this transaction (the “Rule 17g-5 Website”). [ ] shall promptly confirm to the Trustee any such document, notice or other information has been posted to the Rule 17g-5 Website as a condition to the Trustee providing such document, notice or other information to any Rating Agency. Notwithstanding anything to the contrary in this Agreement, the Trustee shall have no obligation to deliver such document, notice or other information to any Rating Agency until such applicable party has received written confirmation from [ ] of the posting of such document, notice or other information by [ ] to the Rule 17g-5 Website, and the Trustee shall not be liable for any failure to deliver such document, notice or other information to any Rating Agency prior to any applicable deadline in this Agreement where such failure is caused by any failure or inability of [ ] timely to provide such written confirmation. The Trustee, pursuant to procedures mutually agreed upon with [ ], shall require that any person attempting to access the Trustee website related to this transaction represent that they are not an employee or representative of a rating agency, provided that the Trustee shall bear no expense or liability relating to any representation made by any person attempting to access the Trustee website.
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Exchange Act Rule 17g-5 Procedures. None of the Issuer, either Servicer or the Indenture Trustee shall communicate with (including verbal communication) or provide information to any Rating Agency regarding the transactions contemplated herein without prior consultation with the Program Manager or a designee appointed by the Issuer to ensure compliance with Rule 17g-5 under the Securities Exchange Act of 1934 (“Rule 17g-5”). With respect to any document, notice or other information required pursuant to this Agreement to be sent to any Rating Agency, the party with such requirement agrees to provide any such document, notice or other information to the Program Manager or a designee appointed by the Issuer for posting on its Rule 17g-5 compliant website related to this transaction (the “Rule 17g-5 Website”). The Program Manager or the designee appointed by the Issuer shall promptly confirm to such party that any such document, notice or other information has been posted to the Rule 17g-5 Website as a condition to the party providing such document, notice or other information to any Rating Agency. Notwithstanding anything to the contrary in this Agreement, no party shall have an obligation to deliver such document, notice or other information to the Rating Agencies until such party has received written confirmation from the Program Manager or the designee appointed by the Issuer of the posting of such document, notice or other information by the Program Manager or the designee appointed by the Issuer to the Rule 17g-5 Website, and such party shall not be liable for any failure to deliver such document, notice or other information to the Rating Agencies prior to any applicable deadline in this Agreement where such failure is caused by any failure or inability of the Program Manager or the designee appointed by the Issuer timely to provide such written confirmation. In the event that there is no longer a Program Manager, the Issuer shall appoint a designee to perform the duties of the Program Manager under this Section 6.15.
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Related to Exchange Act Rule 17g-5 Procedures

  • Exchange Act “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

  • 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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. Section 13.2 Information to be Provided by the Master Servicer, the Special Servicer, the Custodian, any Primary Servicer and the Certificate Administrator. (a) For so long as the Trust, and with respect to any Serviced Companion Loan that is deposited into an Other Securitization, such Other Securitization, is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Trustee, the Custodian and the Certificate Administrator shall (and each of the Master Servicer, the Special Servicer, the Trustee, the Custodian and the Certificate Administrator, as applicable, shall (a) use commercially reasonable efforts to cause each Sub-Servicer (other than any party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Sub-Servicer (other than any party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to) (i) notify the Depositor, or the depositor in the Other Securitization with respect to the related Serviced Companion Loan, in writing of (A) any litigation or governmental proceedings pending against the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Certificate Administrator or such Sub-Servicer, as the case may be, or with respect to any of its property, that, in each such case, would be material to Certificateholders and (B) any affiliations of the type described in Item 1119 of Regulation AB or relationships of the type described in Item 1119 of Regulation AB that develop following the Closing Date between the Master Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator (or, if applicable, any Sub-Servicer) (and any other parties identified in writing by the requesting party), on the one hand, and any other such party on the other, as the case may be, as such affiliation or relationship relates to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C7 transaction (or an Other Securitization, if applicable), and (ii) provide to the Depositor a description of such legal proceedings, affiliations or relationships, in each case, in a form that would enable the Depositor to satisfy its reporting obligations under Item 1117 or 1119 of Regulation AB, as applicable. (b) In connection with the succession to the Master Servicer, the Special Servicer, the Custodian, any Additional Servicer, any Sub-Servicer or the Trustee as servicer or trustee under this Agreement by any Person (i) into which the Master Servicer, the Special Servicer, the Custodian, any Additional Servicer, any Sub-Servicer or the Trustee, as the case may be, may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer, the Special Servicer, the Custodian, any Additional Servicer, any Sub-Servicer or the Trustee, as the case may be, the Master Servicer, the Special Servicer, the Custodian, any Additional Servicer, any Sub-Servicer or the Trustee, as the case may be, shall (and each of the Master Servicer, the Special Servicer, the Custodian or the Trustee, as applicable, shall (a) use commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer (other than any party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer (other than any party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to) provide to the Depositor, at least fifteen (15) calendar days prior to the effective date of such succession or appointment, as long as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement, otherwise no later than the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor so that it may comply with its reporting obligation under Item 6.02 of Form 8-K as it relates to the Servicing Function with respect to any class of Certificates. (c) With respect to any Serviced Companion Loan that is deposited into an Other Securitization, the Master Servicer, the Special Servicer, the Trustee, the Custodian and the Certificate Administrator shall take all actions reasonably requested of it to enable such Other Securitization to comply with Regulation AB. For the avoidance of doubt and without limiting the foregoing, the Master Servicer, the Special Servicer, the Trustee, the Custodian and the Certificate Administrator shall, if requested by the depositor for such Other Securitization, provide disclosure (in substantially the same form as the disclosure provided by it in the Prospectus Supplement, to the extent reasonably necessary to comply with Regulation AB) regarding the Master Servicer, the Special Servicer, the Trustee, the Custodian and the Certificate Administrator, respectively, as reasonably and in good faith determined by the depositor in such Other Securitization to be required by Regulation AB for inclusion in disclosure documents with respect to such Other Securitization, together with an opinion of counsel as to the compliance of such disclosure with the requirements of Regulation AB and indemnification substantially similar to that provided in connection with the offering of the Certificates regarding damages incurred in connection with the non-compliance with the requirements of Regulation AB relating to the disclosure referred to in this sentence. (d) If any Person appointed as a subcontractor or agent of the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian or the Certificate Administrator (whether appointed directly by such party or by a Sub-Servicer or subcontractor or agent) would be a Servicing Function Participant, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian or the Certificate Administrator, as the case may be, shall promptly following request provide to the Depositor and the Certificate Administrator a written description (in form and substance satisfactory to the Depositor) of the role and function of such Person, which description shall include (i) the identity of such subcontractor, and (ii) which elements of the Servicing Criteria will be addressed in the assessments of compliance to be provided by such subcontractor or agent. In addition, except with respect to any Seller Sub-Servicer under a sub-servicing agreement effective as of the Closing Date, if any Sub-Servicer, or any subcontractor or agent described above, would be a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, the engagement of such Person in such capacity shall not be effective unless and until five (5) Business Days have elapsed following the delivery of notice of the proposed engagement and the related agreement to the Depositor and the Certificate Administrator. Such notice shall contain all information reasonably necessary, and in such form as may be necessary, to enable the Certificate Administrator to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to Section 13.7 (if such reports under the Exchange Act are required to be filed under the Exchange Act). (e) Each of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) terminate, in accordance with the related sub-servicing agreement, any Sub-Servicer with which it has entered into such sub-servicing agreement, if such Sub-Servicer is in breach of any of its obligations under such sub-servicing agreement whose purpose is to facilitate compliance by the Depositor with the reporting requirements of the Exchange Act or with the provisions of Regulation AB and the related rules and regulations of the Commission; and (ii) cause each such sub-servicing agreement to entitle the Depositor to terminate such sub-servicing agreement upon any such breach without the consent of any other Person. The Depositor is hereby authorized to exercise the rights described in the preceding clause (ii) in its sole discretion.