Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian. (b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto): (i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor; (ii) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto; (iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date; (iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively; (v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11; (vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement; (vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied; (viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement; (ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement; (x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto); (xii) all Special Notices; (xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator; (xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and (xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 28 contracts
Sources: 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-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14)
Access to Certain Information. (a) The Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the related Directing Holder) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Trust Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate Administrator or the Custodian, as applicable.
(b) The Certificate Administrator shall maintain at its offices (or, in the case of item (viii) belowthe Mortgage Files, the Custodian) Certificate Administrator shall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior written request and during normal business hours, shall make available, available or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto(or a Custodian appointed by it)):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant Class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.10 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Serviced Loan PairsCombinations) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer and delivered to the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Operating Advisor, the Custodian Asset Representations Reviewer, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or the any Outside Trustee (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)electronic format; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under 144A; provided that any such Privileged Person that is a Certificateholder or Certificate Owner shall have delivered to the Securities ActCertificate Administrator an appropriate Investor Certification; and provided, further, that in no event shall an Excluded Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party. The Subject to the two (2) provisos to the previous sentence, the Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 23 contracts
Sources: Pooling and Servicing Agreement (Benchmark 2021-B26 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2021-B24 Mortgage Trust)
Access to Certain Information. (a) The Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the related Directing Holder) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate Administrator or the Custodian, as applicable.
(b) The Certificate Administrator shall maintain at its offices (or, in the case of item (viii) belowthe Mortgage Files, the Custodian) Certificate Administrator shall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior written request and during normal business hours, shall make available, available or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto(or a Custodian appointed by it)):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant Class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.10 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Serviced Loan PairsCombinations) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer and delivered to the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Operating Advisor, the Custodian Asset Representations Reviewer, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or the any Outside Trustee (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)electronic format; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under 144A; provided that any such Privileged Person that is a Certificateholder or Certificate Owner shall have delivered to the Securities ActCertificate Administrator an appropriate Investor Certification; and provided, further, that in no event shall an Excluded Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party. The Subject to the two (2) provisos to the previous sentence, the Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 14 contracts
Sources: Pooling and Servicing Agreement (BMO 2022-C1 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2021-B28 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2020-B17 Mortgage Trust)
Access to Certain Information. (a) The Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the related Directing Holder) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate Administrator or the Custodian, as applicable.
(b) The Certificate Administrator shall maintain at its offices (or, in the case of item (viii) belowthe Mortgage Files, the Custodian) Certificate Administrator shall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior written request and during normal business hours, shall make available, available or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto(or a Custodian appointed by it)):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant Class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.10 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Serviced Loan PairsCombinations) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer and delivered to the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Operating Advisor, the Custodian Asset Representations Reviewer, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or the any Outside Trustee (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)electronic format; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under 144A. provided that any such Privileged Person that is a Certificateholder or Certificate Owner shall have delivered to the Securities ActCertificate Administrator an appropriate Investor Certification; and provided, further, that in no event shall an Excluded Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party. The Subject to the two (2) provisos to the previous sentence, the Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. .. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 12 contracts
Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2020-Gsa2), Pooling and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust), Pooling and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford or cause to be afforded to any Non-Restricted Privileged Person (other than the Rating Agencies) and to the Office of Thrift Supervision, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Trust Interest Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Loan or the other assets of the Trust that are in its possession or within its control, including without limitation:
(i) the Mortgage Loan File, including any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator (or a Custodian on its behalf);
(ii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for the Property, and
(iii) all notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing revealed any failure of the Property to comply with any applicable law, including any Environmental Law, or which revealed an environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or remediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Administrator, the Trustee or the Custodian, as applicable. The Certificate Administrator (or a Custodian on its behalf) shall provide copies of the items described in this Section 8.14(a) above upon reasonable written request to the Trust Interest Owners. The Certificate Administrator (or a Custodian on its behalf) may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator (or a Custodian on its behalf) to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Trust Interests, is requesting the information solely for use in evaluating its investment in the Trust Interests and shall otherwise keep the information confidential. Trust Interest Owners, by the acceptance of their Certificates or Uncertificated VRR Interest, as applicable, shall be deemed to have agreed to keep this information confidential.
(b) The Certificate Administrator shall make available to Non-Restricted Privileged Persons (or, solely in the case of item (viii) belowthe Distribution Date Statements, all Privileged Persons), via the Custodian) shall maintain at its offices (andCertificate Administrator’s Website, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such in electronic format to the Certificate Administrator upon delivery theretoc▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇):
(i) The following “deal documents”:
(A) the Final Prospectus and the Private Placement Memorandum Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Trust Loan Purchase Agreements and any amendments and exhibits hereto or thereto;; and
(iiiC) the CREFC® loan setup file, delivered to the Certificate Administrator by the Servicer.
(ii) The following “periodic reports”:
(A) all Distribution Date Statements and prepared by the Certificate Administrator pursuant to Section 4.4(b);
(B) all CREFC® Reports actually (other than the CREFC® loan setup file) prepared by, or delivered or otherwise made available to Certificateholders to, the Certificate Administrator pursuant to Section 5.4 of this Agreement since the Closing Date;3.18(a); and
(ivC) all annual financial information (including, without limitation, rent rolls, financial statements, financial reports, operating statements, balance sheets, statements of compliance cash flow, profit and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 loss statements and 13.10, respectively;
(voperating budgets) all annual independent public accountants’ servicing and other periodic Property reports caused to be delivered to the Certificate Administrator since the Closing Date provided pursuant to Section 13.11;
3.18(c) (vi) the most recent inspection report prepared provided they are received by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;Administrator).
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;The following “additional documents”:
(viiiA) the Mortgage File, including summaries of any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement3.10;
(ixB) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and all inspection reports delivered to the Certificate Administrator for each Mortgaged Property, together with pursuant to Section 3.22; and
(C) all Appraisals delivered to the other information specified in Certificate Administrator pursuant to Section 8.14 of this Agreement3.7(a);
(xiv) The following “special notices”:
(A) any notice of final payment on the Trust Interests delivered to the Certificate Administrator pursuant to Section 4.1(g);
(B) any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c);
(C) any notice of a Servicer Termination Event or Special Servicer Termination Event received by the Certificate Administrator pursuant to Section 7.1(b);
(D) notice of any request by the Certificateholders representing at least 25% of the Voting Rights for a vote to terminate and replace the Special Servicer pursuant to Section 7.1(d);
(E) any notice of resignation or removal of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;
(F) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master ServicerTrustee’s, the Special Servicer’s or the TrusteeSpecial Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors theretopursuant to Section 3.23(f);
(xii) all Special Notices;
(xiiiG) any Third Party Reports (or updates of Third Party Reports) Special Notice delivered to the Certificate AdministratorAdministrator pursuant to Section 5.6;
(xivH) each of the other documents made available by any amendment to this Agreement pursuant to Section 11.1;
(I) any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;
(J) all Officers’ Certificates and accountants’ reports delivered to the Certificate Administrator under since the Closing Date;
(K) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)3.20; and
(xvL) any other information in the possession identification of the Certificate Administrator that may be necessary to satisfy the requirements commencement of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall providea CCR Consultation Period or a CCR Consultation Termination Period, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request termination of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing a CCR Control Period or disseminating information in accordance with the terms of this Agreement.CCR Consultation Period;
Appears in 9 contracts
Sources: Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc), Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford or cause to be afforded to any Non-Restricted Privileged Person (other than the Rating Agencies) and to the Office of Thrift Supervision, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Trust Interest Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Loan or the other assets of the Trust that are in its possession or within its control, including without limitation:
(i) the Mortgage Loan File, including any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator (or a Custodian on its behalf);
(ii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for the Property, and
(iii) all notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing revealed any failure of the Property to comply with any applicable law, including any Environmental Law, or which revealed an environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or remediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Administrator, the Trustee or the Custodian, as applicable. The Certificate Administrator (or a Custodian on its behalf) shall provide copies of the items described in this Section 8.14(a) above upon reasonable written request to the Trust Interest Owners. The Certificate Administrator (or a Custodian on its behalf) may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator (or a Custodian on its behalf) to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Trust Interests, is requesting the information solely for use in evaluating its investment in the Trust Interests and shall otherwise keep the information confidential. Trust Interest Owners, by the acceptance of their Certificates or Uncertificated VRR Interest, as applicable, shall be deemed to have agreed to keep this information confidential.
(b) The Certificate Administrator shall make available to Non-Restricted Privileged Persons (or, solely in the case of item (viii) belowthe Distribution Date Statements, all Privileged Persons), via the Custodian) shall maintain at its offices (andCertificate Administrator’s Website, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such in electronic format to the Certificate Administrator upon delivery thereto▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇):
(i) The following “deal documents”:
(A) the Final Prospectus and the Private Placement Memorandum Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Trust Loan Purchase Agreements and any amendments and exhibits hereto or thereto;; and
(iiiC) the CREFC® loan setup file, delivered to the Certificate Administrator by the Servicer.
(ii) The following “periodic reports”:
(A) all Distribution Date Statements and prepared by the Certificate Administrator pursuant to Section 4.4(b);
(B) all CREFC® Reports actually (other than the CREFC® loan setup file) prepared by, or delivered or otherwise made available to Certificateholders to, the Certificate Administrator pursuant to Section 5.4 of this Agreement since the Closing Date;3.18(a); and
(ivC) all annual financial information (including, without limitation, rent rolls, financial statements, financial reports, operating statements, balance sheets, statements of compliance cash flow, profit and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 loss statements and 13.10, respectively;
(voperating budgets) all annual independent public accountants’ servicing and other periodic Property reports caused to be delivered to the Certificate Administrator since the Closing Date provided pursuant to Section 13.11;
3.18(c) (vi) the most recent inspection report prepared provided they are received by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;Administrator).
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;The following “additional documents”:
(viiiA) the Mortgage File, including summaries of any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement3.10;
(ixB) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and all inspection reports delivered to the Certificate Administrator for each Mortgaged Property, together with pursuant to Section 3.22; and
(C) all Appraisals delivered to the other information specified in Certificate Administrator pursuant to Section 8.14 of this Agreement3.7(a);
(xiv) The following “special notices”:
(A) any notice of final payment on the Trust Interests delivered to the Certificate Administrator pursuant to Section 4.1(g);
(B) any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c);
(C) any notice of a Servicer Termination Event or Special Servicer Termination Event received by the Certificate Administrator pursuant to Section 7.1(b);
(D) notice of any request by the Certificateholders representing at least 25% of the Voting Rights for a vote to terminate and replace the Special Servicer pursuant to Section 7.1(d);
(E) any notice of resignation or removal of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;
(F) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master ServicerTrustee’s, the Special Servicer’s or the TrusteeSpecial Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to Section 3.23(f);
(xiG) notice of termination or resignation any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;
(H) any amendment to this Agreement pursuant to Section 11.1;
(I) any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;
(J) all Officers’ Certificates and accountants’ reports delivered to the Certificate Administrator since the Closing Date;
(K) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.20; and
(L) identification of the Master commencement of a CCR Consultation Period or a CCR Consultation Termination Period, and of the termination of a CCR Control Period or CCR Consultation Period;
(v) the “Investor Q&A Forum” pursuant to Section 4.5(a);
(vi) solely to Certificateholders, Beneficial Owners of Certificates and the Uncertificated VRR Interest Owner, the “Investor Registry” pursuant to Section 4.5(b); and
(vii) the “Risk Retention” tab (which shall include, without limitation, any notice from the Depositor or the Retaining Sponsor regarding any matter related to the Credit Risk Retention Rules. The foregoing information shall be made available by the Certificate Administrator on the Certificate Administrator’s Website promptly following receipt. The 17g-5 Information Provider shall make available solely to the Rating Agencies and to NRSROs the following items to the extent such items are delivered to it via email at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “BX 2020-VIVA” and an identification of the type of information being provided in the body of the email, or via any alternate email address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:
(i) any Asset Status Report delivered by the Special Servicer pursuant to Section 3.10(h);
(ii) any Environmental Reports delivered by the Special Servicer under Section 3.12(d);
(iii) any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;
(iv) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.20;
(v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.7(a);
(vi) any information requested by the Depositor or the Rating Agencies pursuant to Section 3.21(c) (it being understood the 17g-5 Information Provider shall not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such information as provided in Section 3.21(c));
(vii) any notices to the Rating Agencies relating to the Servicer’s or Special Servicer’s determination to take action without receiving a Rating Agency Confirmation as set forth in Section 3.27(a);
(viii) any requests for a Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.27(a);
(ix) delivered to the 17g-5 Information Provider pursuant to Section 3.27(d) of this Agreement;
(x) all notices of termination, resignation or assignment of rights and duties of the Servicer, the Special Servicer, the Trust Advisor, the Custodian Certificate Administrator or the Trustee (and appointments of successors thereto)to the Servicer, the Special Servicer, the Certificate Administrator or the Trustee) received by the 17g-5 Information Provider;
(xi) any transaction documents relating to this transaction delivered to the 17g-5 Information Provider by the Depositor;
(xii) all Special Noticesany other information delivered to the 17g-5 Information Provider pursuant to this Agreement;
(xiii) any Third Party Reports (or updates summary of Third Party Reports) oral communications with the Rating Agencies that are delivered to the Certificate Administrator17g-5 Information Provider pursuant to Section 8.14(d); provided that the summary of such oral communications shall not attribute which Rating Agency the communication was with;
(xiv) each any amendment to this Agreement pursuant to Section 11.1;
(xv) notice of final payments on the Trust Interests;
(xvi) the Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(d);
(xvii) any notice of amendment of a Trust Loan Purchase Agreement delivered to the 17g-5 Information Provider pursuant to Section 19 of the other documents such Trust Loan Purchase Agreement; and
(xviii) any notice of a Servicer Termination Event or Special Servicer Termination Event delivered to the 17g-5 Information Provider pursuant to Section 7.1(b). The foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall post the foregoing information on the 17g-5 Information Provider’s Website on the same Business Day of receipt of such information if received by 2:00 p.m., New York City time, or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m., New York City time, and shall, promptly following the posting of such information to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (i) each registered Rating Agency and other NRSRO and (ii) upon request, the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail of the posting of such information on the 17g-5 Information Provider’s Website (provided that if the Servicer or Special Servicer has registered for access to the 17g-5 Information Provider’s Website, such party will automatically receive notification when such item has been posted and no request shall be required). Neither the Certificate Administrator under Section 5.4(a) on nor the 17g-5 Information Provider shall have any obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any information is delivered or posted in error, the Certificate Administrator or the 17g-5 Information Provider, as applicable, may remove it from the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in or the possession 17g-5 Information Provider’s Website, as applicable. None of the Trustee, the Certificate Administrator that may or the 17g-5 Information Provider have obtained nor shall any of them be necessary deemed to satisfy have obtained actual knowledge of any information posted to the requirements of subsection (d)(4)(i) of Rule 144A under 17g-5 Information Provider’s Website to the Securities Actextent such information was not produced by the Trustee or the Certificate Administrator, as applicable. The Certificate Administrator has not obtained and shall providenot be deemed to have obtained actual knowledge of any information posted to the Certificate Administrator’s Website to the extent such information was not produced by the Certificate Administrator. Access to the 17g-5 Information Provider’s Website will be provided by the 17g-5 Information Provider to (i) the Rating Agencies upon registration at the 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the 17g-5 Information Provider’s Website as a user thereof and upon receipt by the 17g-5 Information Provider of an NRSRO Certification. If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or cause if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to be submit multiple email addresses for receipt of notices, including a general email address; provided, copies of any and all that each email address so provided shall be associated with a registered user of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed-up for access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, as applicable, in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, the Certificate Administrator and the 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Certificate Administrator and the 17g-5 Information Provider shall not be liable for providing or disseminating the dissemination of information in accordance with the terms of this Agreement, make no representations or warranties as to the accuracy or completeness of such information being made available, and assume no responsibility for such information. The 17g-5 Information Provider shall not be liable for making any information available to the Rating Agencies or NRSROs unless same was delivered to it at its email address set forth above (or by any other form of electronic delivery reasonably acceptable to the 17g-5 Information Provider pursuant to the terms of this Agreement), with the proper subject heading. As of the Closing Date, assistance in using or delivering information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website can be obtained by calling ▇▇▇-▇▇▇-▇▇▇▇.
(c) Each of the Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also make available through its website or otherwise, all information necessary to enable the Certificate Administrator to comply with Section 8.14(b) and any additional information relating to the Mortgage Loan, the Property or the Borrower Related Parties (and the Servicer shall make available through its website the information set forth in Section 3.18(c)), for review by the Depositor, the Initial Purchasers, the Trustee, the Certificate Administrator, the Companion Loan Holders or any other Persons who deliver an Investor Certification in the form of Exhibit K-1 in accordance with this Section 8.14(c), and the Rating Agencies (only to the extent such additional information is simultaneously delivered to the 17g-5 Information Provider in accordance with the provisions of Section 8.14(b), who shall post such additional information on the 17g-5 Information Provider’s Website in accordance with the provisions of Section 8.14(b)) (collectively, the “Disclosure Parties”), in each case, except to the extent doing so is prohibited by this Agreement (including, without limitation, pursuant to the confidentiality provisions of this Agreement related to Privileged Information), applicable law or by the M
Appears in 7 contracts
Sources: Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2021-C9), Trust and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust)
Access to Certain Information. (a) The Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the related Directing Holder) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate Administrator or the Custodian, as applicable.
(b) The Certificate Administrator shall maintain at its offices (or, in the case of item (viii) belowthe Mortgage Files, the Custodian) shall maintain or cause to be maintained at its offices or the offices of a custodian appointed by it) (and, upon reasonable prior written request and during normal business hours, shall make available, available or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified (or a Custodian appointed by it, as such to the Certificate Administrator upon delivery theretoapplicable)):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant Class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.10 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Serviced Loan PairsCombinations) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer and delivered to the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Operating Advisor, the Custodian Asset Representations Reviewer, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or the any Outside Trustee (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)electronic format; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. 144A. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C1), Pooling and Servicing Agreement (CD 2017-Cd4 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-P7)
Access to Certain Information. (a) The Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the related Directing Holder) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Trust Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate Administrator or the Custodian, as applicable.
(b) The Certificate Administrator shall maintain at its offices (or, in the case of item (viii) belowthe Mortgage Files, the Custodian) Certificate Administrator shall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior written request and during normal business hours, shall make available, available or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto(or a Custodian appointed by it)):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant Class of Trust Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports reports actually delivered or otherwise made available to Trust Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.10 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Serviced Whole Loans or Loan PairsLoans) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer and delivered to the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Operating Advisor, the Custodian Asset Representations Reviewer, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or the any Outside Trustee (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)electronic format; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under 144A; provided that any such Privileged Person that is a Trust Certificateholder or Beneficial Owner shall have delivered to the Securities ActCertificate Administrator an appropriate Investor Certification; and provided, further, that in no event shall an Excluded Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party. The Subject to the two (2) provisos to the previous sentence, the Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (BMO 2025-5c10 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2025-V14 Mortgage Trust), Pooling and Servicing Agreement (BMO 2025-5c9 Mortgage Trust)
Access to Certain Information. (a) The Certificate Administrator Administrator, Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Trust Advisor, the Master Servicers, the Special Servicers, the Subordinate Class Representative and the Majority Subordinate Certificateholder, and to each Serviced Pari Passu Companion Loan Holder that is a Privileged Person, and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund (or, in the case of a Serviced Pari Passu Companion Loan Holder that is a Privileged Person, any documentation regarding the related Serviced Loan Combination or any related REO Property) that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):in electronic format via electronic mail in accordance with Section 12.06:
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto hereto;
(C) the CREFC® Loan Setup File prepared by the Master Servicers and delivered to the Certificate Administrator;
(ii) the following documents, which shall be made available under a tab or theretoheading designated “SEC filings”:
(A) each report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system (within one Business Day of filing);
(iii) all the following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since 4.02(a);
(B) the Closing DateCREFC® reports (other than the CREFC® Loan Setup File) prepared by, or delivered to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
(C) each Trust Advisor Annual Report;
(iv) all annual statements the following documents, which shall be made available under a tab or heading designated “additional documents”:
(A) summaries of compliance Final Asset Status Reports pursuant to Section 3.24(a);
(B) inspection reports pursuant to Section 3.12(a); and
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(v) the following documents, which shall be made available under a tab or heading designated “special notices”:
(A) notice of final distribution on the Certificates pursuant to Section 9.01;
(B) notice of termination of a Master Servicer and/or a Special Servicer under Section 7.02;
(C) notice of a Servicer Termination Event with respect to a Master Servicer or a Special Servicer pursuant to Section 7.01;
(D) notice of the resignation of any party to this Agreement and annual assessments as notice of the acceptance of appointment to such party, to the extent such notice is prepared or received by the Certificate Administrator pursuant to Section 3.23, Section 3.28(r), Section 5.07(c), Section 6.04, Section 8.06, Section 8.07 or Section 8.11;
(E) Officer’s Certificates supporting the determination that any Advance was (or, if made, would be) a Nonrecoverable Advance pursuant to Section 3.11(h) or Section 4.03(c);
(F) any Special Notice by a Certificateholder that wishes to communicate with others, pursuant to this Agreement;
(G) any assessment of compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectivelySection 11.13;
(vH) all annual independent public accountants’ servicing any attestation reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.1111.13;
(I) any reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of a Special Servicer’s net present value and Appraisal Reduction Amount calculations pursuant to Section 3.28(d) and Section 3.28(e);
(J) any recommendation received by the Certificate Administrator from the Trust Advisor for the termination of a Special Servicer during any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the Certificateholders to terminate a Special Servicer in response to such recommendation, pursuant to Section 6.05(c);
(K) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of a Special Servicer during any period when such Certificateholders are entitled to make such a proposal, and any direction of the requisite percentage of the Certificateholders to terminate such Special Servicer in response to such proposal, pursuant to Section 6.05(b); and
(L) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust Advisor in response to such proposal, pursuant to pursuant to Section 3.28(n);
(vi) the most recent inspection report prepared by Investor Q&A Forum, which shall be made available under a tab or on behalf heading designated “Investor Q&A Forum”, pursuant to Section 8.12(d); and
(vii) the Investor Registry (solely to Certificateholders and Certificate Owners), which shall be made available under a tab or heading designated “Investor Registry”, pursuant to Section 8.12(e). In lieu of the Master Servicer tabs or headings otherwise described above, the Special ServicerCertificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time. The Certificate Administrator shall make available at its offices, as applicableduring normal business hours, and delivered for review by any Privileged Person who certifies to the Certificate Administrator substantially in respect the form of each Mortgaged Property pursuant Exhibit K-1 hereto (other than a Rating Agency or NRSRO), originals or copies of, among other things, the following items (to Section 8.17 the extent such items are in its possession) (except to the extent not permitted by applicable law or Section 9.3 under any of this Agreement;the related Mortgage Loan Documents):
(viiA) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfiedenvironmental issues;
(viiiB) the most recent annual (or more frequent, if available) operating statements, rent rolls or, with respect to Co-op Mortgage Loans, maintenance schedules (to the extent such rent rolls or maintenance schedules have been made available by the related Borrower) and/or lease summaries and retail “sales information,” if any, collected by or on behalf of the applicable Master Servicer or the applicable Special Servicer with respect to each Mortgaged Property;
(C) the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the a Mortgage Loans (Loan or the A/B Whole Loans or Serviced Loan Pairs) Combination entered into or consented to by the applicable Master Servicer or and/or the applicable Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xvD) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A 144A; and
(E) each of the documents made available by the Certificate Administrator via the Certificate Administrator’s Website pursuant to this subsection (b). The Rating Agencies and NRSROs shall be afforded access to the Investor Q&A Forum but shall not be afforded a means to submit questions on the Investor Q&A Forum. The Rating Agencies and NRSROs shall not be afforded access to the Investor Registry. The Depositor, hereby authorizes the Certificate Administrator to make available to Bloomberg Financial Markets, L.P., ▇▇▇▇▇, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., ▇▇▇▇.▇▇▇, Inc. or such other vendor chosen by the Depositor, that submits to the Certificate Administrator a certification in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section 8.12(b) to Privileged Persons; provided that the Certificate Administrator shall not have such authority to the extent such disclosure would violate another provision of this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information).
(c) The Rule 17g-5 Information Provider shall make available to the Rating Agencies, the Depositor and to NRSROs the following items by means of the Rule 17g-5 Information Provider’s Website, provided such items have been delivered to the Rule 17g-5 Information Provider by means of electronic mail in accordance with Section 12.06 (or by such other electronic means suitable for posting as shall be established or approved by the Rule 17g-5 Information Provider or as may be necessary or beneficial, in each case as designated in writing to the Master Servicers, Special Servicers, Certificate Administrator and Trustee) with “WFRBS 2014-C22” included in the subject line of such electronic mail and with a brief identification of such information in the body of such electronic mail:
(A) Asset Status Reports pursuant to Section 3.24;
(B) environmental reports pursuant to Section 3.09(c);
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(D) any assessments of compliance pursuant to Section 11.13;
(E) any attestation reports pursuant to Section 11.13;
(F) any notice relating to a Special Servicer’s determination to take action under this Agreement without receiving Rating Agency Confirmation pursuant to Section 3.27(a);
(G) copies of requests or questions that were submitted by the Securities ActRating Agencies to a Master Servicer, a Special Servicer, the Certificate Administrator or Trustee pursuant to Section 3.27;
(H) any requests for Rating Agency Confirmation delivered to the Rule 17g-5 Information Provider pursuant to Section 3.27;
(I) notice of any resignation of the Trustee or the acceptance of appointment by the successor Trustee or merger or consolidation of the Trustee pursuant to Section 8.07;
(J) notice of any resignation of the Certificate Administrator or the acceptance of appointment by the successor Certificate Administrator or merger or consolidation of the Certificate Administrator pursuant to Section 8.07;
(K) Officer’s Certificates supporting determinations relating to Nonrecoverable Advances and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections on the Mortgage Pool pursuant to Section 3.11(h) and Section 4.03(c);
(L) all notices of the occurrence of a Servicer Termination Event and any notice of the termination of a Master Servicer or a Special Servicer pursuant to Section 7.01 and Section 7.02;
(M) the Trust Advisor Annual Reports prepared by the Trust Advisor pursuant to Section 3.28(a);
(N) certain responses or notices from the parties to this Agreement to information posted on the Certificate Administrator’s Website;
(O) any notice of an amendment of this Agreement to change the procedures related to Rule 17g-5 information pursuant to Section 3.27(h);
(P) any summary of oral communications with the Rating Agencies regarding any of the above written materials or regarding any request for a Rating Agency Confirmation or regarding any of the Mortgage Loan Documents or any matter related to the Certificates, Mortgage Loans, any Serviced Loan Combination, the related Mortgaged Properties, the related Borrowers or any other matters related to this Agreement or the Intercreditor Agreements related to any Serviced Loan Combination, pursuant to Section 3.27(g);
(Q) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement; and
(R) the Rating Agency Q&A Forum and Servicer Document Request Tool under Section 8.12(g).
(d) The Certificate Administrator shall make a question-and-answer forum (the “Investor Q&A Forum”) available to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders and Certificate Owners may submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, or to the applicable Master Servicer or the applicable Special Servicer relating to servicing reports prepared by that party, the Serviced Mortgage Loans, Serviced Loan Combinations or the related Mortgaged Properties, and where Privileged Persons may view previously submitted inquiries and related answers. The Certificate Administrator will forward such inquiries to the appropriate person. The Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that (i) answering the inquiry would not be in the best interests of the Trust and/or the Certificateholders, (ii) answering the inquiry would be in violation of applicable law or the Mortgage Loan Documents, (iii) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable, or (iv) answering the inquiry is otherwise not advisable to answer, in which case the Certificate Administrator shall not post such inquiry on the Investor Q&A Forum. The Certificate Administrator shall providepost the inquiries and related answers on the Investor Q&A Forum, subject to the immediately preceding sentence and subject to and in accordance with this Agreement; provided that posting the inquiries and related answers on the Investor Q&A Forum shall not require a separate delivery of such inquiries and answers to the Rule 17g-5 Information Provider. In addition, no party will post or cause otherwise disclose direct communications with the Subordinate Class Representative as part of its response to any inquiries. The Investor Q&A Forum may not reflect questions, answers, and other communications which are not submitted through the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be providedanswers from any other person, copies of any including the Depositor and all the Underwriters. None of the foregoing items upon reasonable written request Underwriters, Depositor, any of their respective Affiliates or any other Person will certify as to the accuracy of any of the parties set forth information posted in the previous sentenceInvestor Q&A Forum, and no Person other than the respondent will have any responsibility or liability for the content of any such information.
(e) The Certificate Administrator shall make the “Investor Registry” available to any Certificateholder and beneficial owner via the Certificate Administrator’s Website. Certificateholders and Certificate Owners may register on a voluntary basis for the Investor Registry and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with the requirements provided for in the other provisions of this Agreement.
(f) The Certificate Administrator’s Website shall initially be located at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. Access shall be provided by the Certificate Administrator to Privileged Persons. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for providing or disseminating the dissemination of information in accordance with the terms of this Agreement.. The Certificate Administrator shall make no representations or warranties as to the accuracy or compl
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C22), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc26)
Access to Certain Information. (a) The Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the related Directing Holder) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate Administrator or the Custodian, as applicable.
(b) The Certificate Administrator shall maintain at its offices (or, in the case of item (viii) belowthe Mortgage Files, the Custodian) Trustee shall maintain or cause to be maintained at its offices or the offices of a custodian appointed by it) (and, upon reasonable prior written request and during normal business hours, shall make available, available or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified (or the Trustee or a Custodian appointed by it, as such to the Certificate Administrator upon delivery theretoapplicable)):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant Class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.10 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Serviced Loan PairsCombinations) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer and delivered to the Trustee (or a Custodian on its behalf) pursuant to Section 3.24 of this Agreement;
(x) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 3.21(b) of this Agreement;
(ix) Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Operating Advisor, the Custodian Asset Representations Reviewer, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or the any Outside Trustee (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)electronic format; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. 144A. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-P8), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs6), Pooling and Servicing Agreement (CD 2017-Cd4 Mortgage Trust)
Access to Certain Information. (a) The Certificate Administrator Trustee shall provide or cause to be provided to the Depositor, the Master Servicer, the Special Servicer and the Custodian shall afford Rating Agencies, and to the OTS, the FDIC, and any Privileged Person other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to the Mortgage Files and any other documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of and the Trust Fund, that are in its possession or is within its controlcontrol which may be required by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Promptly following the first sale of any Non-Registered Certificate Administrator (or, in the case of item (viii) belowto an Independent third party, the Custodian) Depositor shall provide to the Trustee ______copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate belongs. In addition, if any such private placement memorandum or disclosure document is revised, amended or supplemented at any time following the delivery thereof to the Trustee, the Depositor promptly shall inform the Trustee of such event and shall deliver to the Trustee _____ copies of the private placement memorandum or disclosure document, as revised, amended or supplemented. The Trustee shall maintain at its offices (andCorporate Trust Office and shall on behalf of the Depositor, upon reasonable prior advance written request and notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by each Rating Agency and by any Privileged Certificateholder or any Certificate Owner or any Person identified to the Trustee by a Certificateholder or a Certificate Owner as a prospective transferee of a Certificate or interest therein, originals or copies of the following items: (subject to Section 5.7 i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Trustee; and (ii) in all cases, (A) this AgreementAgreement and the Sub-Servicing Agreements, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
, (iiiB) all Distribution Date Statements statements and all CREFC® Reports actually reports required to be delivered or otherwise made available to Certificateholders Holders of the relevant Class of Certificates pursuant to Section 5.4 of this Agreement 4.02
(a) since the Closing Date;
, (ivC) all annual statements of compliance and annual assessments as to compliance reports delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
4.02(b) and Section 4.02(c), (viD) all Officer's Certificates delivered to the Trustee since the Closing Date pursuant to Section 3.13, (E) all accountants' reports delivered to the Trustee since the Closing Date pursuant to Section 3.14, (F) the most recent inspection report report, together with any related additional written or electronic information, prepared by or obtained by, or on behalf of of, the Master Servicer or the Special Servicer, as applicablethe case may be, and delivered to the Certificate Administrator Trustee in respect of each Mortgaged Property pursuant to Section 8.17 3.12(a), (G) all Mortgagor financial statements and Mortgaged Property operating statements and rent rolls, together with any related additional written or electronic information, delivered to the Trustee by the Master Servicer or the Special Servicer pursuant to Section 9.3 of this Agreement;
3.12(b), (viiH) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property securing a defaulted Mortgage Loan as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i), ) and (ii) of the first sentence thereof was not satisfied or that any remedial, corrective or other further action contemplated in such clauses is required (but only for so long as such Mortgaged Property or the related Mortgage Loan is part of the Trust Fund), and (iiiI) thereof was satisfied;
(viii) all documents constituting the Mortgage FileFiles, including including, without limitation, any and all modifications, waivers and amendments of the terms of the a Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or the Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20 (ix) but, in each case, only for so long as the annual, quarterly and monthly operating statements, if any, collected by or on behalf related Mortgage Loan is part of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors theretoFund);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies Copies of any and all of the foregoing items are to be available from the Trustee upon request; however, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such service. In connection with providing access to or copies of the items described in the immediately preceding paragraph of this Section 8.12(b), the Trustee may require, unless the Depositor directs otherwise, (i) in the case of Certificate Owners, a written request confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a beneficial holder of Certificates and will keep such information confidential and (ii) in the case of any prospective purchaser of the parties set forth a Certificate or, in the previous sentencecase of a Book-Entry Certificate, of a beneficial ownership interest therein, a written confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a prospective purchaser of a Certificate or a beneficial ownership interest therein, is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. The Certificate Administrator All Certificateholders, by acceptance of their Certificates, shall not be liable for providing or disseminating deemed to have agreed to keep such information in accordance with confidential, except to the terms extent that the Depositor grants written permission to the contrary. Notwithstanding the preceding sentences of this Agreementparagraph, the Trustee shall have no responsibility for the accuracy, completeness or sufficiency of any information so made available or furnished by it in the manner described in the immediately preceding paragraph.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (Nationslink Funding Corp), Pooling and Servicing Agreement (Nationslink Funding Corp), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (which for this purpose excludes a Privileged Person who provides the Certificate Administrator with an Investor Certification substantially in the form of Exhibit K-2 hereto) and to the Office of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Loan or the other assets of the Trust Fund that are in its possession or within its control, including without limitation:
(i) the Mortgage File, including any and all modifications, waivers and amendments to the terms of the Whole Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator;
(ii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator, and
(iii) all notices and reports delivered to the Certificate Administrator with respect to the Mortgaged Property as to which environmental testing revealed any failure of the Mortgaged Property to comply with any applicable law, including any environmental law, or which revealed an environmental condition present at the Mortgaged Property requiring further investigation, testing, monitoring, containment, clean up, or remediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator. The Certificate Administrator will provide copies of the items described in this Section 8.15(a), to the extent such items are in its possession, to, and upon reasonable written request of, the Certificateholders (other than a Borrower Affiliate, the Property Manager or any of their respective agents or affiliates who provides the CustodianCertificate Administrator with an Investor Certification substantially in the form of Exhibit K-2 hereto). The Certificate Administrator may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator, to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and will otherwise keep the information confidential. Certificateholders, by the acceptance of their Certificates, will be deemed to have agreed to keep this information confidential.
(b) The Certificate Administrator (orAdministrator, in to the case of item (viii) below, extent prepared or received by the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hoursCertificate Administrator, shall make available, or cause available to be made available) Privileged Persons (which for review by any this purpose excludes a Privileged Person (subject to Section 5.7 who provided the Certificate Administrator with an Investor Certification substantially in the case form of a Rating Agency) originals and/or copies (in paper or electronic form) of Exhibit K-2 hereto), via the Certificate Administrator’s Website, the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such in electronic format to the Certificate Administrator upon delivery thereto▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇):
(i) The following “deal documents”:
(A) the Final Prospectus and the Private Placement Memorandum Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto; and
(C) the CREFC® loan setup file prepared by the Servicer and delivered to the Certificate Administrator;
(iiiii) The following “periodic reports”:
(A) all Distribution Date Statements and prepared by the Certificate Administrator pursuant to Section 4.4(b); and
(B) all CREFC® Reports actually (other than the CREFC® loan setup file) prepared by, or delivered or otherwise made available to Certificateholders to, the Certificate Administrator pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i3.18(a), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and environmental reports delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement3.12(f), and any updates to such reports;
(ixiii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf The following “additional documents”:
(A) summaries of the Master Servicer or the Special Servicer, as applicable, and Asset Status Reports delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in pursuant to Section 8.14 of this Agreement3.10;
(xB) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22;
(C) all Appraisals and any updates to Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a); and
(D) the CREFC® Appraisal Reduction Template;
(iv) The following “special notices”;
(A) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);
(B) any notice of termination of the Servicer or the Special Servicer received by the Certificate Administrator pursuant to Section 7.1;
(C) all notices of Servicer Termination Events or Special Servicer Termination Events received by the Certificate Administrator pursuant to Section 7.1(b) and Section 3.10(b);
(D) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;
(E) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master ServicerTrustee’s, the Special Servicer’s or the TrusteeSpecial Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors theretopursuant to Section 3.23(f);
(xii) all Special Notices;
(xiiiF) any Third Party Reports (or updates of Third Party Reports) Special Notice delivered to the Certificate AdministratorAdministrator pursuant to Section 5.6;
(xivG) each any amendment to this Agreement pursuant to Section 11.1;
(H) any annual statements as to compliance and related Officer’s Certificates delivered to the Certificate Administrator under Section 13.7 or 13.8;
(I) any annual independent public accountants’ servicing reports delivered to the Certificate Administrator pursuant to Section 13.9;
(J) notice of any request by the holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates (taking into account the application of the Trust Appraisal Reduction Amount to notionally reduce the Certificate Balance of the Certificates) to terminate and replace the Special Servicer;
(K) any notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment of a replacement Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate or is otherwise required to resign as Special Servicer hereunder; and
(L) any notice or documents provided to the Certificate Administrator by the Depositor or the Servicer directing the Certificate Administrator to post to the “Special Notices” tab;
(v) the “Investor Q&A Forum” pursuant to Section 4.5(a);
(vi) solely to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.5(b); and
(vii) “U.S. Risk Retention Special Notices” tab, which shall contain any notices provided by the Retaining Sponsor relating to ongoing compliance by the Retaining Sponsor with the Credit Risk Retention Rules. In lieu of the tabs or headings otherwise described above, the Certificate Administrator shall be authorized to use such other documents headings and labels as it may reasonably determine from time to time. The foregoing information shall be made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Actpromptly following receipt. The Certificate Administrator shall providehave no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or cause otherwise is or is not anything other than what it purports to be. In the event that any such information is delivered or posted in error, the Certificate Administrator may remove it from the Certificate Administrator’s Website. The Certificate Administrator has not obtained and shall not be provided, copies deemed to have obtained actual knowledge of any information posted to the Certificate Administrator’s Website to the extent such information was not produced by the Certificate Administrator. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and all the acceptance of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentencea disclaimer. The Certificate Administrator shall not be liable for providing or disseminating the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information, other than such information prepared by the Certificate Administrator. Assistance in using the Certificate Administrator’s Website may be obtained by calling (▇▇▇) ▇▇▇-▇▇▇▇. The Certificate Administrator shall provide a mechanism to notify each Person that has signed-up for access to the Certificate Administrator’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to the Certificate Administrator’s Website. The Certificate Administrator shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described in clause (vii) above, provide email notification to any Privileged Person that has registered to receive access to the Certificate Administrator’s Website and has opted in to receive email notifications that a notice has been posted to the “U.S. Risk Retention Special Notices” tab. Upon delivery by the Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and the 17g-5 Information Provider) of information designated by the Depositor as having been previously made available to NRSROs by the Depositor (the “Pre-Closing 17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing 17g-5 Information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this Section 8.15(b). The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other information on the 17g-5 Information Provider’s Website to any designee or other third party. The 17g-5 Information Provider shall make available solely to the Depositor, the Rating Agencies and to NRSROs the following items to the extent such items are delivered to it via email at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “BXP Trust 2021-601L” and an identification of the type of information being provided in the body of the email, or via any alternate email address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:
(i) any Asset Status Report delivered by the Special Servicer under Section 3.10(i);
(ii) any environmental reports delivered by the Special Servicer under Section 3.12(e);
(iii) any annual statements as to compliance and related Officer’s Certificates delivered under Section 13.7;
(iv) any annual independent public accountants’ servicing reports delivered pursuant to Section 13.9;
(v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.7(a);
(vi) any information requested by the Depositor or the Rating Agencies pursuant to Section 3.21(b) (it being understood the 17g-5 Information Provider shall not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such information as provided in Section 3.21(b));
(vii) any notice to the Rating Agencies relating to the Servicer’s determination to take action without receiving Rating Agency Confirmation as set forth in Section 3.26;
(viii) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.26;
(ix) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;
(x) any and all Officer’s Certificates and other evidence to support the Trustee’s, the Servicer’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to Section 3.23(f);
(xi) any notice of a Servicer Termination Event or Special Servicer Termination Event delivered pursuant to Section 7.1(b);
(xii) any summary of oral communications with the Rating Agencies that are delivered to the 17g-5 Information Provider pursuant to Section 8.15(b); provided that the summary of such oral communications shall not attribute which Rating Agency the communication was with;
(xiii) notice of any material modifications or amendments to the Loan Documents;
(xiv) any amendment to this Agreement pursuant to Section 11.1;
(xv) notice of any change to the Property Manager;
(xvi) notice of final payments on the Certificates;
(xvii) copies of any amendments to the Mortgage Loan Purchase Agreement;
(xviii) notice of any amendments to the Mortgage Loan Purchase Agreement or any material amendment to a ground lease;
(xix) the Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(d); and
(xx) any notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment of a replacement Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate. The foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m. (eastern time) or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any information is delivered or posted in error, the 17g-5 Information Provider may remove it from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the 17g-5 Information Provider’s Website to the extent such information was not produced by the Certificate Administrator. Access will be provided by the 17g-5 Information Provider to (i) the NRSROs upon receipt of an NRSRO Certification and (ii) the Depositor. If the 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. (eastern time) on such Business Day, or, if received after 2:00 p.m. (eastern time), on the following Business Day. Questions regarding delivery of information to the 17g-5 Information Provider may be directed to ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇. In the event that any report, statement, document, file or other data to be delivered to the 17g-5 Information Provider under this Agreement is too large in its electronic form to be delivered via email, such report, statement, document, file or other data may be uploaded to an alternate location provided by the 17g-5 Information Provider, and the party uploading such report, statement, document, file or other data shall notify the 17g-5 Information Provider via email that such report, statement, document, file or other data has been so uploaded and is ready for posting to the 17g-5 Information Provider’s Internet Website. The 17g-5 Information Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information was received and that it has been posted. The 17g-5 Information Provider shall provide a mechanism to promptly notify each NRSRO that has signed-up for access to the 17g-5
Appears in 7 contracts
Sources: Trust and Servicing Agreement (Benchmark 2022-B35 Mortgage Trust), Trust and Servicing Agreement (Bank 2022-Bnk41), Trust and Servicing Agreement (Benchmark 2022-B34 Mortgage Trust)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the Controlling Class Representative) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery theretoin electronic format):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus Supplement;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage any Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.08 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.09 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Serviced Whole Loans or Loan PairsLoans) entered into or consented to by the Master Servicer, the Special Servicer, an Other Master Servicer or an Other Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(c) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Operating Advisor, the Custodian Certificate Administrator, the Trustee, an Other Master Servicer, an Other Special Servicer, an Other Operating Advisor, an Other Certificate Administrator or the an Other Trustee (and appointments of successors thereto), only if notice of such termination or resignation is delivered to the Certificate Administrator;
(xiixiii) notice of any request by at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer or notice of any request by at least 15% of the Voting Rights of the Non-Reduced Certificates to terminate and replace the Operating Advisor;
(xiv) all Special Notices;
(xiiixv) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)electronic format; and
(xvxvi) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. 144A. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator may require payment from a Beneficial Owner or prospective purchaser for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator, to the effect that such Person is a Beneficial Owner or prospective purchaser of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and will otherwise keep the information confidential. Certificateholders, by the acceptance of their Certificates, shall be deemed to have agreed to keep this information confidential. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2015-Ubs8), Pooling and Servicing Agreement (CSAIL 2015-C4 Commercial Mortgage Trust)
Access to Certain Information. (a) The Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the related Directing Holder) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Trust Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate Administrator or the Custodian, as applicable.
(b) The Certificate Administrator shall maintain at its offices (or, in the case of item (viii) belowthe Mortgage Files, the Custodian) Certificate Administrator shall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior written request and during normal business hours, shall make available, available or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto(or a Custodian appointed by it)):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant Class of Trust Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports reports actually delivered or otherwise made available to Trust Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.10 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Serviced Whole Loans or Loan PairsLoans) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer and delivered to the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Operating Advisor, the Custodian Asset Representations Reviewer, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or the any Outside Trustee (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)electronic format; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under 144A; provided that any such Privileged Person that is a Trust Certificateholder or Certificate Owner shall have delivered to the Securities ActCertificate Administrator an appropriate Investor Certification; and provided, further, that in no event shall an Excluded Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party. The Subject to the two (2) provisos to the previous sentence, the Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (BMO 2023-C7 Mortgage Trust), Pooling and Servicing Agreement (BMO 2023-C7 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2024-V11 Mortgage Trust)
Access to Certain Information. (a) The Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the related Directing Holder) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate Administrator or the Custodian, as applicable.
(b) The Certificate Administrator shall maintain at its offices (or, in the case of item (viii) belowthe Mortgage Files, the Custodian) Certificate Administrator shall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior written request and during normal business hours, shall make available, available or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto(or a Custodian appointed by it)):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant Class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.10 of this Agreement;
(vi) the most recent inspection annual independent public accountants’ servicing report prepared caused to be delivered by or on behalf of the Master Servicer or and the Special Servicer, as applicable, and delivered Servicer to the Certificate Administrator in respect of each Mortgaged Property since the Closing Date pursuant to Section 8.17 or Section 9.3 10.10 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (BMO 2022-C3 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C2 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2022-Gc48)
Access to Certain Information. (a) The Certificate Administrator Administrator, Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Trust Advisor, the Master Servicer, the Special Servicer, the Subordinate Class Representative and the Majority Subordinate Certificateholder, and to each Serviced Companion Loan Holder that is a Privileged Person, and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund (or, in the case of a Serviced Companion Loan Holder that is a Privileged Person, any documentation regarding the related Serviced Loan Combination or any related REO Property) that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):in electronic format via electronic mail in accordance with Section 12.06:
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto hereto;
(C) the CREFC® Loan Setup File prepared by the Master Servicer and delivered to the Certificate Administrator;
(ii) the following documents, which shall be made available under a tab or theretoheading designated “SEC filings”:
(A) each report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system (within one Business Day of filing);
(iii) all the following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since 4.02(a);
(B) the Closing DateCREFC® reports (other than the CREFC® Loan Setup File) prepared by, or delivered to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
(C) each Trust Advisor Annual Report;
(iv) all annual statements the following documents, which shall be made available under a tab or heading designated “additional documents”:
(A) summaries of compliance Final Asset Status Reports pursuant to Section 3.24(a);
(B) inspection reports pursuant to Section 3.12(a); and
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(v) the following documents, which shall be made available under a tab or heading designated “special notices”:
(A) notice of final distribution on the Certificates pursuant to Section 9.01;
(B) notice of termination of the Master Servicer and/or the Special Servicer under Section 7.02;
(C) notice of a Servicer Termination Event with respect to the Master Servicer or the Special Servicer pursuant to Section 7.01;
(D) notice of the resignation of any party to this Agreement and annual assessments as notice of the acceptance of appointment to such party, to the extent such notice is prepared or received by the Certificate Administrator pursuant to Section 3.23, Section 3.28(r), Section 5.07(c), Section 6.04, Section 8.06, Section 8.07 or Section 8.11;
(E) Officer’s Certificates supporting the determination that any Advance was (or, if made, would be) a Nonrecoverable Advance pursuant to Section 3.11(h) or Section 4.03(c);
(F) any Special Notice by a Certificateholder that wishes to communicate with others, pursuant to this Agreement;
(G) any assessment of compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectivelySection 11.13;
(vH) all annual independent public accountants’ servicing any attestation reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.1111.13;
(I) any reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of the Special Servicer’s net present value and Appraisal Reduction Amount calculations pursuant to Section 3.28(d) and Section 3.28(e);
(J) any recommendation received by the Certificate Administrator from the Trust Advisor for the termination of the Special Servicer during any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such recommendation, pursuant to Section 6.05(c);
(K) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Special Servicer during any period when such Certificateholders are entitled to make such a proposal, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such proposal, pursuant to Section 6.05(b); and
(L) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust Advisor in response to such proposal, pursuant to pursuant to Section 3.28(n);
(vi) the most recent inspection report prepared by Investor Q&A Forum, which shall be made available under a tab or on behalf heading designated “Investor Q&A Forum”, pursuant to Section 8.12(d); and
(vii) the Investor Registry (solely to Certificateholders and Certificate Owners), which shall be made available under a tab or heading designated “Investor Registry”, pursuant to Section 8.12(e). In lieu of the Master Servicer tabs or headings otherwise described above, the Special ServicerCertificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time. The Certificate Administrator shall make available at its offices, as applicableduring normal business hours, and delivered for review by any Privileged Person who certifies to the Certificate Administrator substantially in respect the form of each Mortgaged Property pursuant Exhibit K-1 hereto (other than a Rating Agency or NRSRO), originals or copies of, among other things, the following items (to Section 8.17 the extent such items are in its possession) (except to the extent not permitted by applicable law or Section 9.3 under any of this Agreement;the related Mortgage Loan Documents):
(viiA) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfiedenvironmental issues;
(viiiB) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans most recent annual (or the A/B Whole Loans or Loan Pairsmore frequent, if available) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, rent rolls (to the extent such rent rolls have been made available by the related Borrower) and/or lease summaries and retail “sales information,” if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered Servicer with respect to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xC) the Mortgage Files, including any and all Officer’s Certificates modifications, waivers and other evidence delivered to amendments of the Certificate Administrator to support terms of a Mortgage Loan or Serviced Loan Combination entered into or consented by the Master Servicer’s, Servicer and/or the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (Servicer and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xvD) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A 144A; and
(E) each of the documents made available by the Certificate Administrator via the Certificate Administrator’s Website pursuant to this subsection (b). The Rating Agencies and NRSROs shall be afforded access to the Investor Q&A Forum but shall not be afforded a means to submit questions on the Investor Q&A Forum. The Rating Agencies and NRSROs shall not be afforded access to the Investor Registry. The Depositor, hereby authorizes the Certificate Administrator to make available to Bloomberg, L.P., ▇▇▇▇▇, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., ▇▇▇▇.▇▇▇, Inc. or such other vendor chosen by the Depositor, that submits to the Certificate Administrator a certification in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section 8.12(b) to Privileged Persons; provided that the Certificate Administrator shall not have such authority to the extent such disclosure would violate another provision of this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information).
(c) The Rule 17g-5 Information Provider shall make available to the Rating Agencies, the Depositor and to NRSROs the following items by means of the Rule 17g-5 Information Provider’s Website, provided such items have been delivered to the Rule 17g-5 Information Provider by means of electronic mail in accordance with Section 12.06 (or by such other electronic means suitable for posting as shall be established or approved by the Rule 17g-5 Information Provider or as may be necessary or beneficial, in each case as designated in writing to the Master Servicer, Special Servicer, Certificate Administrator and Trustee) with “WFCM 2015-LC20” included in the subject line of such electronic mail and with a brief identification of such information in the body of such electronic mail:
(A) Asset Status Reports pursuant to Section 3.24;
(B) environmental reports pursuant to Section 3.09(c);
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(D) any assessments of compliance pursuant to Section 11.13;
(E) any attestation reports pursuant to Section 11.13;
(F) any notice relating to the Special Servicer’s determination to take action under this Agreement without receiving Rating Agency Confirmation pursuant to Section 3.27(a);
(G) copies of requests or questions that were submitted by the Securities ActRating Agencies to the Master Servicer, the Special Servicer, the Certificate Administrator or Trustee pursuant to Section 3.27;
(H) any requests for Rating Agency Confirmation delivered to the Rule 17g-5 Information Provider pursuant to Section 3.27;
(I) notice of any resignation of the Trustee or the acceptance of appointment by the successor Trustee or merger or consolidation of the Trustee pursuant to Section 8.07;
(J) notice of any resignation of the Certificate Administrator or the acceptance of appointment by the successor Certificate Administrator or merger or consolidation of the Certificate Administrator pursuant to Section 8.07;
(K) Officer’s Certificates supporting determinations relating to Nonrecoverable Advances and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections on the Mortgage Pool pursuant to Section 3.11(h) and Section 4.03(c);
(L) all notices of the occurrence of a Servicer Termination Event and any notice of the termination of the Master Servicer or the Special Servicer pursuant to Section 7.01 and Section 7.02;
(M) the Trust Advisor Annual Reports prepared by the Trust Advisor pursuant to Section 3.28(a);
(N) certain responses or notices from the parties to this Agreement to information posted on the Certificate Administrator’s Website;
(O) any notice of an amendment of this Agreement to change the procedures related to Rule 17g-5 information pursuant to Section 3.27(h);
(P) any summary of oral communications with the Rating Agencies regarding any of the above written materials or regarding any request for a Rating Agency Confirmation or regarding any of the Mortgage Loan Documents or any matter related to the Certificates, Mortgage Loans, any Serviced Loan Combination, the related Mortgaged Properties, the related Borrowers or any other matters related to this Agreement or the Intercreditor Agreements related to any Serviced Loan Combination, pursuant to Section 3.27(g);
(Q) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement; and
(R) the Rating Agency Q&A Forum and Servicer Document Request Tool under Section 8.12(g).
(d) The Certificate Administrator shall make a question-and-answer forum (the “Investor Q&A Forum”) available to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders and Certificate Owners may submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, or to the Master Servicer or the Special Servicer relating to servicing reports prepared by that party, the Serviced Mortgage Loans, Serviced Loan Combinations or the related Mortgaged Properties, and where Privileged Persons may view previously submitted inquiries and related answers. The Certificate Administrator will forward such inquiries to the appropriate person. The Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that (i) answering the inquiry would not be in the best interests of the Trust and/or the Certificateholders, (ii) answering the inquiry would be in violation of applicable law or the Mortgage Loan Documents, (iii) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, or (iv) answering the inquiry is otherwise not advisable to answer, in which case the Certificate Administrator shall not post such inquiry on the Investor Q&A Forum. The Certificate Administrator shall providepost the inquiries and related answers on the Investor Q&A Forum, subject to the immediately preceding sentence and subject to and in accordance with this Agreement; provided that posting the inquiries and related answers on the Investor Q&A Forum shall not require a separate delivery of such inquiries and answers to the Rule 17g-5 Information Provider. In addition, no party will post or cause otherwise disclose direct communications with the Subordinate Class Representative as part of its response to any inquiries. The Investor Q&A Forum may not reflect questions, answers, and other communications which are not submitted through the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be providedanswers from any other person, copies of any including the Depositor and all the Underwriters. None of the foregoing items upon reasonable written request Underwriters, Depositor, any of their respective Affiliates or any other Person will certify as to the accuracy of any of the parties set forth information posted in the previous sentenceInvestor Q&A Forum, and no Person other than the respondent will have any responsibility or liability for the content of any such information.
(e) The Certificate Administrator shall make the “Investor Registry” available to any Certificateholder and beneficial owner via the Certificate Administrator’s Website. Certificateholders and Certificate Owners may register on a voluntary basis for the Investor Registry and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with the requirements provided for in the other provisions of this Agreement.
(f) The Certificate Administrator’s Website shall initially be located at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. Access shall be provided by the Certificate Administrator to Privileged Persons. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for providing or disseminating the dissemination of information in accordance with the terms of this Agreement.. The Certificate Administrator shall make no representations or warranties as to the accuracy or completeness of such documents and shall assume no responsibility for them. The Certificate Administrator shall not be deemed to have knowledge of any information posted on its website solely by virtue of such posting. In ad
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (COMM 2015-Lc19 Mortgage Trust), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(ii) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® CREFC Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian Advisor or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 5 contracts
Sources: 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), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2012-C4)
Access to Certain Information. (a) The Certificate Administrator Administrator, Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Trust Advisor, the Master Servicers, the Special Servicers, the Subordinate Class Representative and the Majority Subordinate Certificateholder and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):in electronic format via electronic mail in accordance with Section 12.06:
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto hereto;
(C) the CREFC® Loan Setup File prepared by the Master Servicers and delivered to the Certificate Administrator;
(ii) the following documents, which shall be made available under a tab or theretoheading designated “SEC filings”:
(A) each report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system (within one Business Day of filing);
(iii) all the following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since 4.02(a);
(B) the Closing DateCREFC® reports (other than the CREFC® Loan Setup File) prepared by, or delivered to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
(C) each Trust Advisor Annual Report;
(iv) all annual statements the following documents, which shall be made available under a tab or heading designated “additional documents”:
(A) summaries of compliance Final Asset Status Reports pursuant to Section 3.24(a);
(B) inspection reports pursuant to Section 3.12(a); and
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(v) the following documents, which shall be made available under a tab or heading designated “special notices”:
(A) notice of final distribution on the Certificates pursuant to Section 9.01;
(B) notice of termination of a Master Servicer and/or a Special Servicer under Section 7.02;
(C) notice of a Servicer Termination Event with respect to a Master Servicer or a Special Servicer pursuant to Section 7.01;
(D) notice of the resignation of any party to this Agreement and annual assessments as notice of the acceptance of appointment to such party, to the extent such notice is prepared or received by the Certificate Administrator pursuant to Section 3.23, Section 3.28(r), Section 5.07(c), Section 6.04, Section 8.06, Section 8.07 or Section 8.11;
(E) Officer’s Certificates supporting the determination that any Advance was (or, if made, would be) a Nonrecoverable Advance pursuant to Section 3.11(h) or Section 4.03(c);
(F) any Special Notice by a Certificateholder that wishes to communicate with others, pursuant to this Agreement;
(G) any assessment of compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectivelySection 11.13;
(vH) all annual independent public accountants’ servicing any attestation reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.1111.13;
(I) any reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of a Special Servicer’s net present value and Appraisal Reduction Amount calculations pursuant to Section 3.28(d) and Section 3.28(e);
(J) any recommendation received by the Certificate Administrator from the Trust Advisor for the termination of a Special Servicer during any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the Certificateholders to terminate a Special Servicer in response to such recommendation, pursuant to Section 6.05(c);
(K) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of a Special Servicer during any period when such Certificateholders are entitled to make such a proposal, and any direction of the requisite percentage of the Certificateholders to terminate such Special Servicer in response to such proposal, pursuant to Section 6.05(b); and
(L) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust Advisor in response to such proposal, pursuant to pursuant to Section 3.28(n);
(vi) the most recent inspection report prepared by Investor Q&A Forum, which shall be made available under a tab or on behalf heading designated “Investor Q&A Forum”, pursuant to Section 8.12(d); and
(vii) the Investor Registry (solely to Certificateholders and Certificate Owners), which shall be made available under a tab or heading designated “Investor Registry”, pursuant to Section 8.12(e). In lieu of the Master Servicer tabs or headings otherwise described above, the Special ServicerCertificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time. The Certificate Administrator shall make available at its offices, as applicableduring normal business hours, and delivered for review by any Privileged Person who certifies to the Certificate Administrator substantially in respect the form of each Mortgaged Property pursuant Exhibit K-1 hereto (other than a Rating Agency or NRSRO), originals or copies of, among other things, the following items (to Section 8.17 the extent such items are in its possession) (except to the extent not permitted by applicable law or Section 9.3 under any of this Agreement;the related Mortgage Loan Documents):
(viiA) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfiedenvironmental issues;
(viiiB) the most recent annual (or more frequent, if available) operating statements, rent rolls or, with respect to Co-op Mortgage Loans, maintenance schedules (to the extent such rent rolls or maintenance schedules have been made available by the related Borrower) and/or lease summaries and retail “sales information,” if any, collected by or on behalf of the applicable Master Servicer or the applicable Special Servicer with respect to each Mortgaged Property;
(C) the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the a Mortgage Loans (Loan or the A/B Whole Loans or Serviced Loan Pairs) Combination entered into or consented to by the applicable Master Servicer or and/or the applicable Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xvD) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A 144A; and
(E) each of the documents made available by the Certificate Administrator via the Certificate Administrator’s Website pursuant to this subsection (b). The Rating Agencies and NRSROs shall be afforded access to the Investor Q&A Forum but shall not be afforded a means to submit questions on the Investor Q&A Forum. The Rating Agencies and NRSROs shall not be afforded access to the Investor Registry. The Depositor, hereby authorizes the Certificate Administrator to make available to Bloomberg Financial Markets, L.P., ▇▇▇▇▇, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., ▇▇▇▇.▇▇▇, Inc. or such other vendor chosen by the Depositor, that submits to the Certificate Administrator a certification in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section 8.12(b) to Privileged Persons; provided, that the Certificate Administrator shall not have such authority to the extent such disclosure would violate another provision of this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information).
(c) The Rule 17g-5 Information Provider shall make available to the Rating Agencies and to NRSROs the following items by means of the Rule 17g-5 Information Provider’s Website, provided such items have been delivered to the Rule 17g-5 Information Provider by means of electronic mail in accordance with Section 12.06 (or by such other electronic means as shall be established or approved by the Rule 17g-5 Information Provider or as may be necessary or beneficial, in each case as designated in writing to the Master Servicers, Special Servicers, Certificate Administrator and Trustee) with “WFRBS 2013-C18” included in the subject line of such electronic mail and with a brief identification of such information in the body of such electronic mail:
(A) Asset Status Reports pursuant to Section 3.24;
(B) environmental reports pursuant to Section 3.09(c);
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(D) any assessments of compliance pursuant to Section 11.13;
(E) any attestation reports pursuant to Section 11.13;
(F) any notice relating to a Special Servicer’s determination to take action under this Agreement without receiving Rating Agency Confirmation pursuant to Section 3.27(a);
(G) copies of requests or questions that were submitted by the Securities ActRating Agencies to a Master Servicer, a Special Servicer, the Certificate Administrator or Trustee pursuant to Section 3.27;
(H) any requests for Rating Agency Confirmation delivered to the Rule 17g-5 Information Provider pursuant to Section 3.27;
(I) notice of any resignation of the Trustee or the acceptance of appointment by the successor Trustee or merger or consolidation of the Trustee pursuant to Section 8.07;
(J) notice of any resignation of the Certificate Administrator or the acceptance of appointment by the successor Certificate Administrator or merger or consolidation of the Certificate Administrator pursuant to Section 8.07;
(K) Officer’s Certificates supporting determinations relating to Nonrecoverable Advances and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections on the Mortgage Pool pursuant to Section 3.11(h) and Section 4.03(c);
(L) all notices of the occurrence of a Servicer Termination Event and any notice of the termination of a Master Servicer or a Special Servicer pursuant to Section 7.01 and Section 7.02;
(M) the Trust Advisor Annual Reports prepared by the Trust Advisor pursuant to Section 3.28(a);
(N) certain responses or notices from the parties to this Agreement to information posted on the Certificate Administrator’s Website;
(O) any notice of an amendment of this Agreement to change the procedures related to Rule 17g-5 information pursuant to Section 3.27(h);
(P) any summary of oral communications with the Rating Agencies regarding any of the above written materials or regarding any request for a Rating Agency Confirmation or regarding any of the Mortgage Loan Documents or any matter related to the Certificates, Mortgage Loans, any Serviced Loan Combination, the related Mortgaged Properties, the related Borrowers or any other matters related to this Agreement or the Intercreditor Agreements related to any Serviced Loan Combination, pursuant to Section 3.27(g);
(Q) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement; and
(R) the Rating Agency Q&A Forum and Servicer Document Request Tool under Section 8.12(g).
(d) The Certificate Administrator shall make a question-and-answer forum (the “Investor Q&A Forum”) available to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders and Certificate Owners may submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, or to the applicable Master Servicer or the applicable Special Servicer relating to servicing reports prepared by that party, the Serviced Mortgage Loans, Serviced Loan Combinations or the related Mortgaged Properties, and where Privileged Persons may view previously submitted inquiries and related answers. The Certificate Administrator will forward such inquiries to the appropriate person. The Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that (i) answering the inquiry would not be in the best interests of the Trust and/or the Certificateholders, (ii) answering the inquiry would be in violation of applicable law or the Mortgage Loan Documents, (iii) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable, or (iv) answering the inquiry is otherwise not advisable to answer, in which case the Certificate Administrator shall not post such inquiry on the Investor Q&A Forum. The Certificate Administrator shall providepost the inquiries and related answers on the Investor Q&A Forum, subject to the immediately preceding sentence and subject to and in accordance with this Agreement; provided, that posting the inquiries and related answers on the Investor Q&A Forum shall not require a separate delivery of such inquiries and answers to the Rule 17g-5 Information Provider. In addition, no party will post or cause otherwise disclose direct communications with the Subordinate Class Representative as part of its response to any inquiries. The Investor Q&A Forum may not reflect questions, answers, and other communications which are not submitted through the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be providedanswers from any other person, copies of any including the Depositor and all the Underwriters. None of the foregoing items upon reasonable written request Underwriters, Depositor, any of their respective Affiliates or any other Person will certify as to the accuracy of any of the parties set forth information posted in the previous sentenceInvestor Q&A Forum, and no Person other than the respondent will have any responsibility or liability for the content of any such information.
(e) The Certificate Administrator shall make the “Investor Registry” available to any Certificateholder and beneficial owner via the Certificate Administrator’s Website. Certificateholders and Certificate Owners may register on a voluntary basis for the Investor Registry and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with the requirements provided for in the other provisions of this Agreement.
(f) The Certificate Administrator’s Website shall initially be located at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. Access shall be provided by the Certificate Administrator to Privileged Persons. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for providing or disseminating the dissemination of information in accordance with the terms of this Agreement.. The Certificate Administrator shall make no representations or warranties as to the accuracy or completeness of such documents and shall assume no responsibility for them. The Certificate Administrator shall not be deemed to have knowledge of any information posted on its website solely by virtue of such posting. In addition, the Certificate Administrator may disclaim responsibility for any information f
Appears in 5 contracts
Sources: 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-C15), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-Lc14)
Access to Certain Information. (a) The Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the related Directing Holder) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate Administrator or the Custodian, as applicable.
(b) The Certificate Administrator shall maintain at its offices (or, in the case of item (viii) belowthe Mortgage Files, the Custodian) Certificate Administrator shall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior written request and during normal business hours, shall make available, available or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified (or a Custodian appointed by it, as such to the Certificate Administrator upon delivery theretoapplicable)):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant Class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.10 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Serviced Loan PairsCombinations) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer and delivered to the Certificate Administrator (or a Custodian on its behalf) pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Operating Advisor, the Custodian Asset Representations Reviewer, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or the any Outside Trustee (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)electronic format; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. 144A. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (CD 2017-Cd6 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-C4), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34)
Access to Certain Information. (a) The Certificate Administrator and the Custodian Trustee shall afford to the Master Servicer, the Special Servicer and the Depositor, and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust that are in its possession or within its controlcontrol that may be required to be provided by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) Trustee shall maintain at in its offices (possession and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) available at its offices for review by any Privileged Person (the Depositor, the Rating Agencies, the Companion Loan Noteholders and their designees, the Controlling Class Directing Holder and, subject to Section 5.7 in the case succeeding paragraph, any Certificateholder, Certificate Owner or Person identified to the Trustee as a prospective Transferee of a Rating Agency) Certificate or an interest therein, originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
items: (i) the Final Prospectus and the Private Placement Memorandum Prospectus, any private placement memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator Trustee by the Depositor or by any Person designated by the Depositor;
; (ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator Trustee since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
Date; (iii) all Distribution Date Statements and all CREFC® Certificateholder Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement 4.02(a) since the Closing Date;
; (iv) all annual statements of compliance Annual Performance Certifications delivered by the Master Servicer and annual assessments as to compliance delivered the Special Servicer, respectively, to the Certificate Administrator Trustee since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
Date; (v) all annual independent public accountants’ servicing reports Annual Accountants' Reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or and the Special Servicer, as applicablerespectively, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
Trustee since the Closing Date; (viivi) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i), ) and (ii) and (iii) of the first sentence thereof was not satisfied;
; (viiivii) each of the Mortgage FileFiles, including any and all modifications, extensions, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or a Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.21; (ixviii) the annual, quarterly most recent appraisal for each Mortgaged Property and monthly operating statements, if any, collected REO Property that has been delivered to the Trustee (each appraisal obtained hereunder with respect to any Mortgaged Property or REO Property to be delivered to the Trustee by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
promptly following its having been obtained); (xix) any and all Officer’s 's Certificates and other evidence delivered to or by the Certificate Administrator Trustee to support its, the Master Servicer’s's, the Special Servicer’s 's or the Trustee’sFiscal Agent's, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
; (x) any and all information provided to the Trustee pursuant to Section 6.11(a); (xi) notice the Schedule of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or Exceptions to Mortgage File Delivery prepared by the Trustee (pursuant to Section 2.02(a) and appointments of successors theretoany exception report prepared by the Trustee pursuant to Section 2.02(b);
; (xii) all Special Notices;
notices of a breach of representation and warranty given by or received by the Trustee with respect to any party hereto; (xiii) any Third Party Reports (or updates of Third Party Reports) Officer's Certificate delivered to the Certificate Administrator;
(xiv) each of the other documents made available Trustee by the Certificate Administrator under Special Servicer in connection with a Final Recovery Determination pursuant to Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b3.09(h); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator Trustee shall provide, or cause to be provided, provide copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence; however, except in the case of the Rating Agencies, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Trustee to the Trustee's reasonable satisfaction, the Trustee shall request from the Master Servicer copies (at the expense of such Certificateholder or Certificate Owner if the Master Servicer or Special Servicer charges a fee to cover the reasonable cost of making such copies available) of any inspection reports prepared by the Master Servicer or the Special Servicer, copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; and, upon receipt, the Trustee shall make such items available to the requesting Certificateholder or Certificate Owner.
(c) The Certificate Administrator Trustee shall not be liable for providing or disseminating information in accordance with the terms of this AgreementSection 8.14(a) or (b).
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Greenwich Capital Comm Mort Pass THR Certs Ser 2003-C2), Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Pass-Through Certificates Series 2004-Gg1), Pooling and Servicing Agreement (GCCFC 2005-Gg3)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (which for this purpose excludes a Privileged Person who provides the Certificate Administrator with an Investor Certification substantially in the form of Exhibit K-2 hereto) and to the Office of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Loan or the other assets of the Trust Fund that are in its possession or within its control, including without limitation:
(i) the Mortgage File, including any and all modifications, waivers and amendments to the terms of the Whole Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator;
(ii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator, and
(iii) all notices and reports delivered to the Certificate Administrator with respect to the Mortgaged Property as to which environmental testing revealed any failure of the Mortgaged Property to comply with any applicable law, including any environmental law, or which revealed an environmental condition present at the Mortgaged Property requiring further investigation, testing, monitoring, containment, clean up, or remediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator. The Certificate Administrator will provide copies of the items described in this Section 8.15(a), to the extent such items are in its possession, to, and upon reasonable written request of, the Certificateholders (other than a Borrower Affiliate, the Property Manager or any of their respective agents or affiliates who provides the CustodianCertificate Administrator with an Investor Certification substantially in the form of Exhibit K-2 hereto). The Certificate Administrator may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator (which may be substantially in the form of Exhibit K-1), to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and will otherwise keep the information confidential. Certificateholders, by the acceptance of their Certificates, will be deemed to have agreed to keep this information confidential.
(b) The Certificate Administrator (orAdministrator, in to the case of item (viii) below, extent prepared or received by the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hoursCertificate Administrator, shall make available, or cause available to be made available) Privileged Persons (which for review by any this purpose excludes a Privileged Person (subject to Section 5.7 who provided the Certificate Administrator with an Investor Certification substantially in the case form of a Rating Agency) originals and/or copies (in paper or electronic form) of Exhibit K-2 hereto), via the Certificate Administrator’s Website, the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such in electronic format to the Certificate Administrator upon delivery thereto▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇):
(i) The following “deal documents”:
(A) the Final Prospectus and the Private Placement Memorandum Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto; and
(C) the CREFC® loan setup file prepared by the Servicer and delivered to the Certificate Administrator;
(iiiii) The following “periodic reports”:
(A) all Distribution Date Statements and prepared by the Certificate Administrator pursuant to Section 4.4(b); and
(B) all CREFC® Reports actually (other than the CREFC® loan setup file) prepared by, or delivered or otherwise made available to Certificateholders to, the Certificate Administrator pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i3.18(a), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and environmental reports delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement3.12(f), and any updates to such reports; and
(C) all Operating Advisor Annual Reports;
(ixiii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf The following “additional documents”:
(A) summaries of the Master Servicer or the Special Servicer, as applicable, and Asset Status Reports delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in pursuant to Section 8.14 of this Agreement3.10;
(xB) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22;
(C) all Appraisals and any updates to Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);
(D) the CREFC® Appraisal Reduction Template; and
(E) any notice or documents provided to the Certificate Administrator by the Servicer, the Special Servicer or the Depositor directing the Certificate Administrator to post to the “additional documents” tab;
(iv) The following “special notices”;
(A) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);
(B) any notice of termination of the Servicer, the Special Servicer or the Operating Advisor received by the Certificate Administrator pursuant to Section 7.1;
(C) all notices of Servicer Termination Events, Special Servicer Termination Events or Operating Advisor Termination Events received by the Certificate Administrator pursuant to Section 7.1(b) and Section 3.10(b);
(D) any request by the Certificateholders representing at least 25% of the Voting Rights of all the then-outstanding Principal Balance Certificates to terminate the Special Servicer pursuant to Section 7.1(e) or the Operating Advisor pursuant to Section 3.27(j);
(E) any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related report prepared by the Operating Advisor in connection with such recommendation;
(F) any notice of resignation of the Trustee, the Certificate Administrator or the Operating Advisor and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7 or the successor Operating Advisor pursuant to Section 3.27;
(G) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master ServicerTrustee’s, the Special Servicer’s or the TrusteeSpecial Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors theretopursuant to Section 3.23(f);
(xiiH) all any Special NoticesNotice delivered to the Certificate Administrator pursuant to Section 5.6;
(xiiiI) any Third Party Reports amendment to this Agreement pursuant to Section 11.1;
(or updates of Third Party ReportsJ) any annual statements as to compliance and related Officer’s Certificates delivered to the Certificate Administrator under Section 13.7 or 13.8;
(K) any annual independent public accountants’ servicing reports delivered to the Certificate Administrator pursuant to Section 13.9;
(L) notice of any request by the holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates (taking into account the application of the Trust Appraisal Reduction Amount to notionally reduce the Certificate Balance of the Certificates) to terminate and replace the Special Servicer;
(M) notice of the occurrence or cessation of a Control Event, a Consultation Termination Event or Operating Advisor Consultation Event;
(N) any notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment of a replacement Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate or the special servicer of the Mezzanine Loan or is otherwise required to resign as Special Servicer hereunder;
(O) any notice or documents provided to the Certificate Administrator by the Depositor or the Servicer directing the Certificate Administrator to post to the “Special Notices” tab; and
(P) any Liquidation Proceeds Holdback Status Report provided to or prepared by the Certificate Administrator;
(xivv) each the “Investor Q&A Forum” pursuant to Section 4.5(a);
(vi) solely to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.5(b); and
(vii) “U.S. Risk Retention Special Notices” tab, which shall contain any notices provided by the Retaining Sponsor relating to ongoing compliance by the Retaining Sponsor with the Credit Risk Retention Rules. In lieu of the tabs or headings otherwise described above, the Certificate Administrator shall be authorized to use such other documents headings and labels as it may reasonably determine from time to time. The foregoing information shall be made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Actpromptly following receipt. The Certificate Administrator shall providehave no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or cause otherwise is or is not anything other than what it purports to be. In the event that any such information is delivered or posted in error, the Certificate Administrator may remove it from the Certificate Administrator’s Website. The Certificate Administrator has not obtained and shall not be provided, copies deemed to have obtained actual knowledge of any information posted to the Certificate Administrator’s Website to the extent such information was not produced by the Certificate Administrator. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and all the acceptance of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentencea disclaimer. The Certificate Administrator shall not be liable for providing or disseminating the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information, other than such information prepared by the Certificate Administrator. Assistance in using the Certificate Administrator’s Website may be obtained by calling (▇▇▇) ▇▇▇-▇▇▇▇. The Certificate Administrator shall provide a mechanism to notify each Person that has signed-up for access to the Certificate Administrator’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to the Certificate Administrator’s Website. The Certificate Administrator shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described in clause (vii) above, provide email notification to any Privileged Person that has registered to receive access to the Certificate Administrator’s Website and has opted in to receive email notifications that a notice has been posted to the “U.S. Risk Retention Special Notices” tab. Upon delivery by the Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and the 17g-5 Information Provider) of information designated by the Depositor as having been previously made available to NRSROs by the Depositor (the “Pre-Closing 17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing 17g-5 Information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this Section 8.15(b). The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other information on the 17g-5 Information Provider’s Website to any designee or other third party. The 17g-5 Information Provider shall make available solely to the Depositor, the Rating Agency and to NRSROs the following items to the extent such items are delivered to it via email at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “WHARF Commercial Mortgage Trust 2025-DC” and an identification of the type of information being provided in the body of the email, or via any alternate email address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:
(i) any Asset Status Report delivered by the Special Servicer under Section 3.10(i);
(ii) any environmental reports delivered by the Special Servicer under Section 3.12(e);
(iii) any annual statements as to compliance and related Officer’s Certificates delivered under Section 13.7;
(iv) any annual independent public accountants’ servicing reports delivered pursuant to Section 13.9;
(v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.7(a);
(vi) any information requested by the Depositor or the Rating Agency pursuant to Section 3.21(b) (it being understood the 17g-5 Information Provider shall not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such information as provided in Section 3.21(b));
(vii) any notice to the Rating Agency relating to the Servicer’s determination to take action without receiving Rating Agency Confirmation as set forth in Section 3.26;
(viii) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.26;
(ix) any notice of resignation of the Trustee, the Certificate Administrator or the Operating Advisor and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7 or the successor Operating Advisor pursuant to Section 3.27;
(x) any and all Officer’s Certificates and other evidence to support the Trustee’s, the Servicer’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to Section 3.23(f);
(xi) any notice of a Servicer Termination Event, Special Servicer Termination Event or Operating Advisor Termination Event delivered pursuant to Section 7.1(b);
(xii) any summary of oral communications with the Rating Agency that are delivered to the 17g-5 Information Provider pursuant to Section 8.15(b); provided that the summary of such oral communications shall not attribute which Rating Agency the communication was with;
(xiii) notice of any material modifications or amendments to the Loan Documents;
(xiv) any amendment to this Agreement pursuant to Section 11.1;
(xv) notice of any change in the identity of the Property Manager;
(xvi) notice of final payments on the Certificates;
(xvii) copies of any amendments to the Mortgage Loan Purchase Agreement;
(xviii) notice of any amendments to the Mortgage Loan Purchase Agreement;
(xix) the Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(d); and
(xx) any notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment of a replacement Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate or the special servicer of the Mezzanine Loan. The foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m. (eastern time) or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any information is delivered or posted in error, the 17g-5 Information Provider may remove it from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the 17g-5 Information Provider’s Website to the extent such information was not produced by the Certificate Administrator. Access will be provided by the 17g-5 Information Provider to (i) the NRSROs upon receipt of an NRSRO Certification and (ii) the Depositor. If a Rating Agency requests access to the 17g-5 Information Provider’s Website
Appears in 4 contracts
Sources: Trust and Servicing Agreement (Bank5 2025-5yr16), Trust and Servicing Agreement (Benchmark 2025-V16 Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c5)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (other than the Rating Agency and the Borrower Related Parties) and to the Office of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder or any Companion Loan Holder (or any registered holder or beneficial holder of Companion Loan Securities), access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Whole Loan or the other assets of the Trust Fund that are in its possession or within its controlcontrol including, without limitation:
(i) the Whole Loan files, including any and all modifications, waivers and amendments to the terms of the Whole Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator;
(ii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or Special Servicer, as applicable, and delivered to the Certificate Administrator for the Property, and
(iii) all notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing revealed any failure of the Property to comply with any applicable law, including any environmental law, or which revealed an environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or remediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator. The Certificate Administrator will provide copies of the items described in this Section 8.14(a) above, upon reasonable written request, to the Privileged Persons. The Certificate Administrator may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator, to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting the Custodianinformation solely for use in evaluating its investment in the Certificates and will otherwise keep the information confidential. Certificateholders, by the acceptance of their Certificates, will be deemed to have agreed to keep this information confidential.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make availableavailable to Privileged Persons, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in via the case of a Rating Agency) originals and/or copies (in paper or electronic form) of Certificate Administrator’s Website, the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such in electronic format to the Certificate Administrator upon delivery thereto▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(ii) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 4 contracts
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2019-C17), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C4)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Controlling Class Representative) and to the Office of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Trust Loan or the other assets of the Trust Fund that are in its possession or within its controlcontrol (or, upon request, make copies thereof available to any Privileged Person at the reasonable cost and expense of such Privileged Person). Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianAdministrator.
(b) The Certificate Administrator shall make available to Privileged Persons, via the Certificate Administrator’s Website, the following items (to the extent such items were prepared by or delivered to the Certificate Administrator in a readable, uploadable, un-corrupted and un-locked electronic format):
(i) The following “deal documents”:
(A) the Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(B) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase Agreement and any amendments and exhibits hereto or thereto; and
(C) the CREFC® Loan Setup File delivered to the Certificate Administrator by the Servicer.
(ii) The following “periodic reports”:
(A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b);
(B) all CREFC® Reports prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a) other than (1) the CREFC® Loan Setup File and (2) the CREFC® Special Servicer Loan File; and
(C) all Operating Advisor Annual Reports;
(iii) The following “additional documents”:
(A) summaries of Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.10;
(B) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22;
(C) all Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);
(D) the CREFC® Appraisal Reduction Template; and
(E) any notice or documents provided to the Certificate Administrator by the Servicer, the Special Servicer or the Depositor directing the Certificate Administrator to post;
(iv) The following “special notices”:
(A) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);
(B) any notice of termination of the Servicer, the Special Servicer or the Operating Advisor delivered to the Certificate Administrator pursuant to Section 7.1(c);
(C) any notice of a Servicer Termination Event, Special Servicer Termination Event or Operating Advisor Termination Event delivered to the Certificate Administrator pursuant to Section 7.1(b);
(D) any notice of an Operating Advisor Consultation Event, Consultation Termination Event or Control Termination Event, as determined each month after the Certificate Administrator complies with its obligation to prepare the related Distribution Date Statement pursuant to Section 4.4;
(E) any request by the Certificateholders representing at least 25% of the Voting Rights to terminate the Special Servicer pursuant to Section 7.1(d) or the Operating Advisor pursuant to Section 3.27(j);
(F) any notice of resignation of the Trustee, Certificate Administrator or the Operating Advisor and any notice of the acceptance of appointment by the successor Trustee, successor Certificate Administrator or the successor Operating Advisor pursuant to Section 8.7;
(G) any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related report prepared by the Operating Advisor in connection with such recommendation;
(H) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to Section 3.23(f);
(I) any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;
(J) any assessment of compliance delivered to the Certificate Administrator pursuant to Section 11.8;
(K) any attestation report delivered to the Certificate Administrator pursuant to Section 11.9;
(L) any amendment to this Agreement;
(M) any Liquidation Proceeds Holdback Status Report provided to or prepared by the Certificate Administrator;
(v) any notice or document provided to the Certificate Administrator by the Depositor or the Servicer directing the Certificate Administrator to post to the “U.S. Risk Retention Special Notices” tab; and
(vi) subject to Section 3.29(b), the following “U.S. Risk Retention Special Notices”, if any, and in each case, shall also be posted to the “U.S. Risk Retention Special Notices” tab on the Certificate Administrator’s Website, to the extent such notice is provided by the Retaining Sponsor:
(1) the disclosure required pursuant to Section 244.4(c)(1)(ii) of the Credit Risk Retention Rule; and
(2) any noncompliance of the applicable Credit Risk Retention Rule by the Third Party Purchaser or a successor third party purchaser as and to the extent the Retaining Sponsor is required under the Credit Risk Retention Rule;
(vii) the “Investor Q&A Forum” pursuant to Section 4.5(a); and
(viii) solely to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.5(b). In lieu of the tabs or headings otherwise described above, the Certificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time. The Certificate Administrator shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described in clauses (iv) and (v) above, provide email notification to any Privileged Person (other than Financial Market Publishers) that has registered to receive access to the Certificate Administrator’s Website that a notice has been posted to the “U.S. Risk Retention Special Notices” tab. In connection with providing, or causing to be provided, access to or copies of the items described in the preceding paragraph pursuant to this Section 8.14(b), the Certificate Administrator shall require: (a) in the case of item Certificateholders, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (viiiexcept that such Certificateholder may provide such information to its auditors, legal counsel and regulators and to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (b) belowin the case of a prospective purchaser of a Certificate or an interest therein or a licensed or registered investment advisor acting on behalf of such purchaser, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. The Certificate Administrator shall, in addition to posting the notices on the “Special Notices” tab described in clause (iv) above and the “U.S. Risk Retention Special Notices” tab described in clause (vi) above, include a fixed statement in the Distribution Date Statement that special notices and risk retention notices, if any can be found on the “U.S. Risk Retention Special Notices” tab. Upon delivery by the Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and the 17g-5 Information Provider) of information designated by the Depositor as having been previously made available to NRSROs by the Depositor (the “Pre-Closing 17g-5 Information”), the Custodian17g-5 Information Provider shall make such Pre-Closing 17g-5 Information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this Section 8.14(b). The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other information on the 17g-5 Information Provider’s Website to any designee or other third party. Except as otherwise provided in this Agreement and subject to Section 6.3(a), the Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement. The Certificate Administrator shall not be responsible or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 8.14(b) unless such information was produced by the Certificate Administrator. The obligations of the Certificate Administrator to provide access to those certain documents, information and other items described in this Section 8.14 shall extend only to those such documents, information and other items actually in possession of the Certificate Administrator. The Certificate Administrator may deny any of the foregoing Privileged Persons access to confidential information with respect to which the Certificate Administrator is restricted from disclosing by applicable law.
(c) The Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also make available through its website or otherwise, any CREFC® Reports and any additional information relating to the Whole Loan, the Property or the Mortgage Loan Borrowers, for review by any Privileged Person, and subject to Section 10.16 and Section 10.17, each Rating Agency, in each case except to the extent doing so is prohibited by this Agreement, applicable law or by the Mortgage Loan Documents. Each of the Servicer and Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor and the Certificate Administrator, enter into an Investor Certification or other confidentiality agreement acceptable to the Servicer or Special Servicer, as the case may be, and (B) acknowledge that the Servicer or the Special Servicer may contemporaneously provide such information to any other Privileged Person. In addition, to the extent access to such information is provided via the Servicer’s or the Special Servicer’s website, the Servicer and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information. In connection with providing access to or copies of the items described in this Section 8.14(c) to current and prospective Certificateholders the form of confidentiality agreement used by the Servicer or the Special Servicer, as applicable, shall require: (a) in the case of a Certificateholder or a licensed or registered investment advisor acting on behalf of such Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (b) in the case of a prospective purchaser of Certificates or interests therein or a licensed or registered investment advisor acting on behalf of such prospective purchaser, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. The Special Servicer, subject to the limitations on delivery of Privileged Information, shall deliver to the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, reasonably requested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic format. Except as otherwise provided in this Agreement and subject to Section 6.3(a), neither the Servicer nor the Special Servicer shall be liable for the dissemination of information in accordance with this Agreement. Neither the Servicer nor the Special Servicer shall be responsible or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 8.14(c) unless such information was produced by the Servicer or Special Servicer, as applicable.
(d) The Certificate Administrator shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to are in the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery theretoAdministrator’s possession):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorOffering Circular;
(ii) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since from and after the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.4(a) of this Agreement since the Closing Date;
(iv) all annual statements any assessment of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectivelySection 11.8;
(v) all annual independent public accountants’ servicing reports caused to be any attestation report delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;11.9
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.22 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged the Property as to which the environmental testing contemplated by Section 9.12(c3.12(d) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or the Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ix) the summary of any Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.10(h) of this Agreement;
(x) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged the Property, together with the other information specified in Section 8.14 3.18 of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special ServicerTrustee’s or the TrusteeServicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Operating Advisor, the Custodian Certificate Administrator or the Trustee (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered Appraisals, environmental site assessments, property condition assessments and seismic reports relating to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)Property; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.be
Appears in 4 contracts
Sources: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c5), Trust and Servicing Agreement (BMO 2025-5c11 Mortgage Trust), Trust and Servicing Agreement (Benchmark 2025-V15 Mortgage Trust)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford or cause to be afforded to any Non-Restricted Privileged Person (other than the Rating Agencies) and to the Office of Thrift Supervision, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Loan or the other assets of the Trust that are in its possession or within its control, including without limitation:
(i) the Mortgage Loan File, including any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator (or a Custodian on its behalf);
(ii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Property, and
(iii) all notices and reports delivered to the Certificate Administrator with respect to any Property as to which environmental testing revealed any failure of such Property to comply with any applicable law, including any Environmental Law, or which revealed an environmental condition present at a Property requiring further investigation, testing, monitoring, containment, clean up, or remediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Administrator, the Trustee or the Custodian, as applicable. The Certificate Administrator (or a Custodian on its behalf) shall provide copies of the items described in this Section 8.14(a) above upon reasonable written request to the Certificateholders. The Certificate Administrator (or a Custodian on its behalf) may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator (or a Custodian on its behalf) to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and shall otherwise keep the information confidential. Certificateholders, by the acceptance of their Certificates, shall be deemed to have agreed to keep this information confidential.
(b) The Certificate Administrator shall make available to Non-Restricted Privileged Persons (or, solely in the case of item (viii) belowthe Distribution Date Statements, all Privileged Persons), via the Custodian) shall maintain at its offices (andCertificate Administrator’s Website, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such in electronic format to the Certificate Administrator upon delivery thereto▇▇▇.▇▇▇▇▇▇▇.▇▇▇):
(i) The following “deal documents”:
(A) the Final Prospectus and the Private Placement Memorandum Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Trust Loan Purchase Agreements and any amendments and exhibits hereto or thereto;; and
(iiiC) the CREFC® loan setup file, delivered to the Certificate Administrator by the Servicer.
(ii) The following “periodic reports”:
(A) all Distribution Date Statements and prepared by the Certificate Administrator pursuant to Section 4.4(b);
(B) all CREFC® Reports actually (other than the CREFC® loan setup file) prepared by, or delivered or otherwise made available to Certificateholders to, the Certificate Administrator pursuant to Section 5.4 of this Agreement since the Closing Date;3.18(a); and
(ivC) all annual financial information (including, without limitation, rent rolls, financial statements, financial reports, operating statements, balance sheets, statements of compliance cash flow, profit and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 loss statements and 13.10, respectively;
(voperating budgets) all annual independent public accountants’ servicing and other periodic Property reports caused to be delivered to the Certificate Administrator since the Closing Date provided pursuant to Section 13.11;
3.18(c) (vi) the most recent inspection report prepared provided they are received by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;Administrator).
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;The following “additional documents”:
(viiiA) the Mortgage File, including summaries of any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 8.18 3.10;
(B) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22;
(C) all Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);
(D) all reports delivered to the Certificate Administrator pursuant to Section 3.12(d); and
(E) any notice or Section 9.5 documents provided to the Certificate Administrator by the Depositor or (pursuant to the terms of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and directing the Certificate Administrator to post;
(iv) The following “special notices”:
(A) any notice of final payment on the Certificates delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in pursuant to Section 8.14 of this Agreement4.1(i);
(xB) any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c);
(C) any notice of a Servicer Termination Event or Special Servicer Termination Event received by the Certificate Administrator pursuant to Section 7.1(b);
(D) notice of any request by the Certificateholders representing at least 25% of the Voting Rights for a vote to terminate and replace the Special Servicer pursuant to Section 7.1(d);
(E) any notice of resignation or removal of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.6(b);
(F) any notice of an Operating Advisor Termination Event required to be posted by the Certificate Administrator pursuant to Section 9.8(a);
(G) notice of any request by the Certificateholders representing at least 15% of the Voting Rights of the Non-Reduced Certificates for a vote to terminate and replace the Operating Advisor pursuant to Section 9.8(b);
(H) any notice of any resignation or termination of the Operating Advisor delivered to the Certificate Administrator;
(I) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master ServicerBack-Up Advancing Agent’s, the Special Servicer’s or the TrusteeSpecial Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors theretopursuant to Section 3.23(g);
(xii) all Special Notices;
(xiiiJ) any Third Party Reports (or updates of Third Party Reports) Special Notice delivered to the Certificate AdministratorAdministrator pursuant to Section 5.6;
(xivK) each of the other documents made available by any amendment to this Agreement pursuant to Section 11.1;
(L) any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;
(M) all Officers’ Certificates and accountants’ reports delivered to the Certificate Administrator under since the Closing Date;
(N) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 5.4(a3.20;
(O) on any reports delivered to the Certificate AdministratorAdministrator by the Operating Advisor in connection with its review of the Special Servicer’s Website Appraisal Reduction Amount, Collateral Deficiency Amount and not otherwise listed net present value calculations;
(P) any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related report prepared by the Operating Advisor in this Section 5.6(b)connection with such recommendation, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such recommendation; and
(xvQ) any other information in the possession identification of the Certificate Administrator that may be necessary to satisfy the requirements commencement of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall providea CCR Consultation Period, a CCR Consultation Termination Period or cause to be providedan Operating Advisor Consultation Trigger Event, copies of any and all of the foregoing items upon reasonable written request termination of any of a CCR Control Period, a CCR Consultation Period or an Operating Advisor Consultation Trigger Event; (v) the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.“Investor Q&A Forum” pursuant to Section 4.5(a);
Appears in 4 contracts
Sources: Trust and Servicing Agreement (Benchmark 2025-V17 Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2025-5c37), Trust and Servicing Agreement (Benchmark 2025-V16 Mortgage Trust)
Access to Certain Information. (a) The Certificate Administrator Administrator, Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Trust Advisor, the Master Servicers, the Special Servicers, the Subordinate Class Representative and the Majority Subordinate Certificateholder, and to each Serviced Pari Passu Companion Loan Holder that is a Privileged Person, and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund (or, in the case of a Serviced Pari Passu Companion Loan Holder that is a Privileged Person, any documentation regarding the related Serviced Loan Combination or any related REO Property) that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):in electronic format via electronic mail in accordance with Section 12.06:
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto hereto;
(C) the CREFC® Loan Setup File prepared by the Master Servicers and delivered to the Certificate Administrator;
(ii) the following documents, which shall be made available under a tab or theretoheading designated “SEC filings”:
(A) each report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system (within one Business Day of filing);
(iii) all the following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since 4.02(a);
(B) the Closing DateCREFC® reports (other than the CREFC® Loan Setup File) prepared by, or delivered to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
(C) each Trust Advisor Annual Report;
(iv) all annual statements the following documents, which shall be made available under a tab or heading designated “additional documents”:
(A) summaries of compliance Final Asset Status Reports pursuant to Section 3.24(a);
(B) inspection reports pursuant to Section 3.12(a); and
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(v) the following documents, which shall be made available under a tab or heading designated “special notices”:
(A) notice of final distribution on the Certificates pursuant to Section 9.01;
(B) notice of termination of a Master Servicer and/or a Special Servicer under Section 7.02;
(C) notice of a Servicer Termination Event with respect to a Master Servicer or a Special Servicer pursuant to Section 7.01;
(D) notice of the resignation of any party to this Agreement and annual assessments as notice of the acceptance of appointment to such party, to the extent such notice is prepared or received by the Certificate Administrator pursuant to Section 3.23, Section 3.28(r), Section 5.07(c), Section 6.04, Section 8.06, Section 8.07 or Section 8.11;
(E) Officer’s Certificates supporting the determination that any Advance was (or, if made, would be) a Nonrecoverable Advance pursuant to Section 3.11(h) or Section 4.03(c);
(F) any Special Notice by a Certificateholder that wishes to communicate with others, pursuant to this Agreement;
(G) any assessment of compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectivelySection 11.13;
(vH) all annual independent public accountants’ servicing any attestation reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.1111.13;
(I) any reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of a Special Servicer’s net present value and Appraisal Reduction Amount calculations pursuant to Section 3.28(d) and Section 3.28(e);
(J) any recommendation received by the Certificate Administrator from the Trust Advisor for the termination of a Special Servicer during any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the Certificateholders to terminate a Special Servicer in response to such recommendation, pursuant to Section 6.05(c);
(K) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of a Special Servicer during any period when such Certificateholders are entitled to make such a proposal, and any direction of the requisite percentage of the Certificateholders to terminate such Special Servicer in response to such proposal, pursuant to Section 6.05(b); and
(L) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust Advisor in response to such proposal, pursuant to pursuant to Section 3.28(n);
(vi) the most recent inspection report prepared by Investor Q&A Forum, which shall be made available under a tab or on behalf heading designated “Investor Q&A Forum”, pursuant to Section 8.12(d); and
(vii) the Investor Registry (solely to Certificateholders and Certificate Owners), which shall be made available under a tab or heading designated “Investor Registry”, pursuant to Section 8.12(e). In lieu of the Master Servicer tabs or headings otherwise described above, the Special ServicerCertificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time. The Certificate Administrator shall make available at its offices, as applicableduring normal business hours, and delivered for review by any Privileged Person who certifies to the Certificate Administrator substantially in respect the form of each Mortgaged Property pursuant Exhibit K-1 hereto (other than a Rating Agency or NRSRO), originals or copies of, among other things, the following items (to Section 8.17 the extent such items are in its possession) (except to the extent not permitted by applicable law or Section 9.3 under any of this Agreement;the related Mortgage Loan Documents):
(viiA) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfiedenvironmental issues;
(viiiB) the most recent annual (or more frequent, if available) operating statements, rent rolls or, with respect to Co-op Mortgage Loans, maintenance schedules (to the extent such rent rolls or maintenance schedules have been made available by the related Borrower) and/or lease summaries and retail “sales information,” if any, collected by or on behalf of the applicable Master Servicer or the applicable Special Servicer with respect to each Mortgaged Property;
(C) the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the a Mortgage Loans (Loan or the A/B Whole Loans or Serviced Loan Pairs) Combination entered into or consented to by the applicable Master Servicer or and/or the applicable Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xvD) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A 144A; and
(E) each of the documents made available by the Certificate Administrator via the Certificate Administrator’s Website pursuant to this subsection (b). The Rating Agencies and NRSROs shall be afforded access to the Investor Q&A Forum but shall not be afforded a means to submit questions on the Investor Q&A Forum. The Rating Agencies and NRSROs shall not be afforded access to the Investor Registry. The Depositor, hereby authorizes the Certificate Administrator to make available to Bloomberg, L.P., T▇▇▇▇, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., C▇▇▇.▇▇▇, Inc. or such other vendor chosen by the Depositor, that submits to the Certificate Administrator a certification in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section 8.12(b) to Privileged Persons; provided that the Certificate Administrator shall not have such authority to the extent such disclosure would violate another provision of this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information).
(c) The Rule 17g-5 Information Provider shall make available to the Rating Agencies, the Depositor and to NRSROs the following items by means of the Rule 17g-5 Information Provider’s Website, provided such items have been delivered to the Rule 17g-5 Information Provider by means of electronic mail in accordance with Section 12.06 (or by such other electronic means suitable for posting as shall be established or approved by the Rule 17g-5 Information Provider or as may be necessary or beneficial, in each case as designated in writing to the Master Servicers, Special Servicers, Certificate Administrator and Trustee) with “WFCM 2014-LC18” included in the subject line of such electronic mail and with a brief identification of such information in the body of such electronic mail:
(A) Asset Status Reports pursuant to Section 3.24;
(B) environmental reports pursuant to Section 3.09(c);
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(D) any assessments of compliance pursuant to Section 11.13;
(E) any attestation reports pursuant to Section 11.13;
(F) any notice relating to a Special Servicer’s determination to take action under this Agreement without receiving Rating Agency Confirmation pursuant to Section 3.27(a);
(G) copies of requests or questions that were submitted by the Securities ActRating Agencies to a Master Servicer, a Special Servicer, the Certificate Administrator or Trustee pursuant to Section 3.27;
(H) any requests for Rating Agency Confirmation delivered to the Rule 17g-5 Information Provider pursuant to Section 3.27;
(I) notice of any resignation of the Trustee or the acceptance of appointment by the successor Trustee or merger or consolidation of the Trustee pursuant to Section 8.07;
(J) notice of any resignation of the Certificate Administrator or the acceptance of appointment by the successor Certificate Administrator or merger or consolidation of the Certificate Administrator pursuant to Section 8.07;
(K) Officer’s Certificates supporting determinations relating to Nonrecoverable Advances and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections on the Mortgage Pool pursuant to Section 3.11(h) and Section 4.03(c);
(L) all notices of the occurrence of a Servicer Termination Event and any notice of the termination of a Master Servicer or a Special Servicer pursuant to Section 7.01 and Section 7.02;
(M) the Trust Advisor Annual Reports prepared by the Trust Advisor pursuant to Section 3.28(a);
(N) certain responses or notices from the parties to this Agreement to information posted on the Certificate Administrator’s Website;
(O) any notice of an amendment of this Agreement to change the procedures related to Rule 17g-5 information pursuant to Section 3.27(h);
(P) any summary of oral communications with the Rating Agencies regarding any of the above written materials or regarding any request for a Rating Agency Confirmation or regarding any of the Mortgage Loan Documents or any matter related to the Certificates, Mortgage Loans, any Serviced Loan Combination, the related Mortgaged Properties, the related Borrowers or any other matters related to this Agreement or the Intercreditor Agreements related to any Serviced Loan Combination, pursuant to Section 3.27(g);
(Q) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement; and
(R) the Rating Agency Q&A Forum and Servicer Document Request Tool under Section 8.12(g).
(d) The Certificate Administrator shall make a question-and-answer forum (the “Investor Q&A Forum”) available to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders and Certificate Owners may submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, or to the applicable Master Servicer or the applicable Special Servicer relating to servicing reports prepared by that party, the Serviced Mortgage Loans, Serviced Loan Combinations or the related Mortgaged Properties, and where Privileged Persons may view previously submitted inquiries and related answers. The Certificate Administrator will forward such inquiries to the appropriate person. The Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that (i) answering the inquiry would not be in the best interests of the Trust and/or the Certificateholders, (ii) answering the inquiry would be in violation of applicable law or the Mortgage Loan Documents, (iii) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable, or (iv) answering the inquiry is otherwise not advisable to answer, in which case the Certificate Administrator shall not post such inquiry on the Investor Q&A Forum. The Certificate Administrator shall providepost the inquiries and related answers on the Investor Q&A Forum, subject to the immediately preceding sentence and subject to and in accordance with this Agreement; provided that posting the inquiries and related answers on the Investor Q&A Forum shall not require a separate delivery of such inquiries and answers to the Rule 17g-5 Information Provider. In addition, no party will post or cause otherwise disclose direct communications with the Subordinate Class Representative as part of its response to any inquiries. The Investor Q&A Forum may not reflect questions, answers, and other communications which are not submitted through the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be providedanswers from any other person, copies of any including the Depositor and all the Underwriters. None of the foregoing items upon reasonable written request Underwriters, Depositor, any of their respective Affiliates or any other Person will certify as to the accuracy of any of the parties set forth information posted in the previous sentenceInvestor Q&A Forum, and no Person other than the respondent will have any responsibility or liability for the content of any such information.
(e) The Certificate Administrator shall make the “Investor Registry” available to any Certificateholder and beneficial owner via the Certificate Administrator’s Website. Certificateholders and Certificate Owners may register on a voluntary basis for the Investor Registry and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with the requirements provided for in the other provisions of this Agreement.
(f) The Certificate Administrator’s Website shall initially be located at w▇▇.▇▇▇▇▇▇▇.▇▇▇. Access shall be provided by the Certificate Administrator to Privileged Persons. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for providing or disseminating the dissemination of information in accordance with the terms of this Agreement.. The Certificate Administrator shall make no representations or warranties as to the accuracy or completeness of such do
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C26), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18)
Access to Certain Information. (a) The Certificate Administrator Administrator, Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Trust Advisor, the Master Servicer, the Special Servicer, the Subordinate Class Representative and the Majority Subordinate Certificateholder, and to each Serviced Companion Loan Holder that is a Privileged Person, and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund (or, in the case of a Serviced Companion Loan Holder that is a Privileged Person, any documentation regarding the related Serviced Loan Combination or any related REO Property) that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):in electronic format via electronic mail in accordance with Section 12.06:
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto hereto;
(C) the CREFC® Loan Setup File prepared by the Master Servicer and delivered to the Certificate Administrator;
(ii) the following documents, which shall be made available under a tab or theretoheading designated “SEC filings”:
(A) each report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system (within one Business Day of filing);
(iii) all the following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since 4.02(a);
(B) the Closing DateCREFC® reports (other than the CREFC® Loan Setup File) prepared by, or delivered to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
(C) each Trust Advisor Annual Report;
(iv) all annual statements the following documents, which shall be made available under a tab or heading designated “additional documents”:
(A) summaries of compliance Final Asset Status Reports pursuant to Section 3.24(a);
(B) inspection reports pursuant to Section 3.12(a); and
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(v) the following documents, which shall be made available under a tab or heading designated “special notices”:
(A) notice of final distribution on the Certificates pursuant to Section 9.01;
(B) notice of termination of the Master Servicer and/or the Special Servicer under Section 7.02;
(C) notice of a Servicer Termination Event with respect to the Master Servicer or the Special Servicer pursuant to Section 7.01;
(D) notice of the resignation of any party to this Agreement and annual assessments as notice of the acceptance of appointment to such party, to the extent such notice is prepared or received by the Certificate Administrator pursuant to Section 3.23, Section 3.28(r), Section 5.07(c), Section 6.04, Section 8.06, Section 8.07 or Section 8.11;
(E) Officer’s Certificates supporting the determination that any Advance was (or, if made, would be) a Nonrecoverable Advance pursuant to Section 3.11(h) or Section 4.03(c);
(F) any Special Notice by a Certificateholder that wishes to communicate with others, pursuant to this Agreement;
(G) any assessment of compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectivelySection 11.13;
(vH) all annual independent public accountants’ servicing any attestation reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.1111.13;
(I) any reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of the Special Servicer’s net present value and Appraisal Reduction Amount calculations pursuant to Section 3.28(d) and Section 3.28(e);
(J) any recommendation received by the Certificate Administrator from the Trust Advisor for the termination of the Special Servicer during any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such recommendation, pursuant to Section 6.05(c);
(K) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Special Servicer during any period when such Certificateholders are entitled to make such a proposal, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such proposal, pursuant to Section 6.05(b); and
(L) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust Advisor in response to such proposal, pursuant to pursuant to Section 3.28(n);
(vi) the most recent inspection report prepared by Investor Q&A Forum, which shall be made available under a tab or on behalf heading designated “Investor Q&A Forum”, pursuant to Section 8.12(d); and
(vii) the Investor Registry (solely to Certificateholders and Certificate Owners), which shall be made available under a tab or heading designated “Investor Registry”, pursuant to Section 8.12(e). In lieu of the Master Servicer tabs or headings otherwise described above, the Special ServicerCertificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time. The Certificate Administrator shall make available at its offices, as applicableduring normal business hours, and delivered for review by any Privileged Person who certifies to the Certificate Administrator substantially in respect the form of each Mortgaged Property pursuant Exhibit K-1A or Exhibit K-1B hereto (other than a Rating Agency or NRSRO), originals or copies of, among other things, the following items (to Section 8.17 the extent such items are in its possession) (except to the extent not permitted by applicable law or Section 9.3 under any of this Agreement;the related Mortgage Loan Documents):
(viiA) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfiedenvironmental issues;
(viiiB) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans most recent annual (or the A/B Whole Loans or Loan Pairsmore frequent, if available) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, rent rolls (to the extent such rent rolls have been made available by the related Borrower) and/or lease summaries and retail “sales information,” if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered Servicer with respect to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xC) the Mortgage Files, including any and all Officer’s Certificates modifications, waivers and other evidence delivered to amendments of the Certificate Administrator to support terms of a Mortgage Loan or Serviced Loan Combination entered into or consented by the Master Servicer’s, Servicer and/or the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (Servicer and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xvD) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A 144A; and
(E) each of the documents made available by the Certificate Administrator via the Certificate Administrator’s Website pursuant to this subsection (b). The Rating Agencies and NRSROs shall be afforded access to the Investor Q&A Forum but shall not be afforded a means to submit questions on the Investor Q&A Forum. The Rating Agencies and NRSROs shall not be afforded access to the Investor Registry. The Depositor, hereby authorizes the Certificate Administrator to make available to Bloomberg, L.P., T▇▇▇▇, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., C▇▇▇.▇▇▇, Inc. or such other vendor chosen by the Depositor, that submits to the Certificate Administrator a certification in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section 8.12(b) to Privileged Persons; provided that the Certificate Administrator shall not have such authority to the extent such disclosure would violate another provision of this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information).
(c) The Rule 17g-5 Information Provider shall make available to the Rating Agencies, the Depositor and to NRSROs the following items by means of the Rule 17g-5 Information Provider’s Website, provided such items have been delivered to the Rule 17g-5 Information Provider by means of electronic mail in accordance with Section 12.06 (or by such other electronic means suitable for posting as shall be established or approved by the Rule 17g-5 Information Provider or as may be necessary or beneficial, in each case as designated in writing to the Master Servicer, Special Servicer, Certificate Administrator and Trustee) with “WFCM 2015-C28” included in the subject line of such electronic mail and with a brief identification of such information in the body of such electronic mail:
(A) Asset Status Reports pursuant to Section 3.24;
(B) environmental reports pursuant to Section 3.09(c);
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(D) any assessments of compliance pursuant to Section 11.13;
(E) any attestation reports pursuant to Section 11.13;
(F) any notice relating to the Special Servicer’s determination to take action under this Agreement without receiving Rating Agency Confirmation pursuant to Section 3.27(a);
(G) copies of requests or questions that were submitted by the Securities ActRating Agencies to the Master Servicer, the Special Servicer, the Certificate Administrator or Trustee pursuant to Section 3.27;
(H) any requests for Rating Agency Confirmation delivered to the Rule 17g-5 Information Provider pursuant to Section 3.27;
(I) notice of any resignation of the Trustee or the acceptance of appointment by the successor Trustee or merger or consolidation of the Trustee pursuant to Section 8.07;
(J) notice of any resignation of the Certificate Administrator or the acceptance of appointment by the successor Certificate Administrator or merger or consolidation of the Certificate Administrator pursuant to Section 8.07;
(K) Officer’s Certificates supporting determinations relating to Nonrecoverable Advances and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections on the Mortgage Pool pursuant to Section 3.11(h) and Section 4.03(c);
(L) all notices of the occurrence of a Servicer Termination Event and any notice of the termination of the Master Servicer or the Special Servicer pursuant to Section 7.01 and Section 7.02;
(M) the Trust Advisor Annual Reports prepared by the Trust Advisor pursuant to Section 3.28(a);
(N) certain responses or notices from the parties to this Agreement to information posted on the Certificate Administrator’s Website;
(O) any notice of an amendment of this Agreement to change the procedures related to Rule 17g-5 information pursuant to Section 3.27(h);
(P) any summary of oral communications with the Rating Agencies regarding any of the above written materials or regarding any request for a Rating Agency Confirmation or regarding any of the Mortgage Loan Documents or any matter related to the Certificates, Mortgage Loans, any Serviced Loan Combination, the related Mortgaged Properties, the related Borrowers or any other matters related to this Agreement or the Intercreditor Agreements related to any Serviced Loan Combination, pursuant to Section 3.27(g);
(Q) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement; and
(R) the Rating Agency Q&A Forum and Servicer Document Request Tool under Section 8.12(g).
(d) The Certificate Administrator shall make a question-and-answer forum (the “Investor Q&A Forum”) available to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders and Certificate Owners may submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, or to the Master Servicer or the Special Servicer relating to servicing reports prepared by that party, the Serviced Mortgage Loans, Serviced Loan Combinations or the related Mortgaged Properties, and where Privileged Persons may view previously submitted inquiries and related answers. The Certificate Administrator will forward such inquiries to the appropriate person. The Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that (i) answering the inquiry would not be in the best interests of the Trust and/or the Certificateholders, (ii) answering the inquiry would be in violation of applicable law or the Mortgage Loan Documents, (iii) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, or (iv) answering the inquiry is otherwise not advisable to answer, in which case the Certificate Administrator shall not post such inquiry on the Investor Q&A Forum. The Certificate Administrator shall providepost the inquiries and related answers on the Investor Q&A Forum, subject to the immediately preceding sentence and subject to and in accordance with this Agreement; provided that posting the inquiries and related answers on the Investor Q&A Forum shall not require a separate delivery of such inquiries and answers to the Rule 17g-5 Information Provider. In addition, no party will post or cause otherwise disclose direct communications with the Subordinate Class Representative as part of its response to any inquiries. The Investor Q&A Forum may not reflect questions, answers, and other communications which are not submitted through the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be providedanswers from any other person, copies of any including the Depositor and all the Underwriters. None of the foregoing items upon reasonable written request Underwriters, Depositor, any of their respective Affiliates or any other Person will certify as to the accuracy of any of the parties set forth information posted in the previous sentence. Investor Q&A Forum, and no Person other than the respondent will have any responsibility or liability for the content of any such information.
(e) The Certificate Administrator shall not be liable make the “Investor Registry” available to any Certificateholder and beneficial owner via the Certificate Administrator’s Website. Certificateholders and Certificate Owners may register on a voluntary basis for providing the Investor Registry and obtain contact information for any other Certificateholder or disseminating information in accordance beneficial owner that has also registered, provided that they comply with the terms requirements provided for in the other provisions of this Agreement.
(f) The Certificate Administrator’s Website shall initially be located at w▇▇.▇▇▇▇▇▇▇.▇▇▇. Access shall be provided by the Certificate Administrator to Privileged Persons. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer. In the case of a Subordinate Class Representative or a Subordinate Class Certificateholder that, in any such case, is an Excluded Holder, such Person shall submit to the Certificate Administrator, the Master Servicer and the Special Servicer in physical form an investor certification in the form of Exhibit K-2B hereto, executed by the requesting Person and indicating that such Person is an Excluded Holder and listing the related Exclud
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C28), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs1)
Access to Certain Information. (a) The Certificate Administrator Trustee shall provide or cause to be provided to the Depositor, the Master Servicer, the Special Servicer and the Custodian shall afford Rating Agencies, and to the OTS, the FDIC, and any Privileged Person other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to the Mortgage Files and any other documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of and the Trust Fund, that are in its possession or is within its controlcontrol that may be required by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Promptly following the first sale of any Non-Registered Certificate Administrator (or, in the case of item (viii) belowto an Independent third party, the Custodian) Depositor shall provide to the Trustee ten copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate belongs. In addition, if any such private placement memorandum or disclosure document is revised, amended or supplemented at any time following the delivery thereof to the Trustee, the Depositor promptly shall inform the Trustee of such event and shall deliver to the Trustee ten copies of the private placement memorandum or disclosure document, as revised, amended or supplemented. The Trustee shall maintain at its offices (andCorporate Trust Office and shall on behalf of the Depositor, upon reasonable prior advance written request and notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by each Rating Agency and by any Privileged Certificateholder or any Certificate Owner or any Person identified to the Trustee by a Certificateholder or a Certificate Owner as a prospective transferee of a Certificate or interest therein, originals or copies of the following items: (subject to Section 5.7 i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Trustee; and (ii) this Agreementin all cases, each sub-servicing agreement (A) all Officer's Certificates delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
11.09, (viB) all accountants' reports delivered to the Trustee since the Closing Date pursuant to Section 11.11, (C) the most recent inspection report report, together with any related additional written or electronic information, prepared by or obtained by, or on behalf of of, the Master Servicer or the Special Servicer, as applicablethe case may be, and delivered to the Certificate Administrator Trustee in respect of each Mortgaged Property pursuant to Section 8.17 3.12(a), (D) all Mortgagor financial statements and Mortgaged Property operating statements and rent rolls, together with any related additional written or electronic information, delivered to the Trustee by the Master Servicer or the Special Servicer pursuant to Section 9.3 of this Agreement;
3.12(b), (viiE) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property securing a Defaulted Serviced Loan as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof was not satisfied or that any remedial, corrective or other further action contemplated in such clauses is required (but only for so long as such Mortgaged Property or the related Mortgage Loan is part of the Trust Fund), (iiF) and (iii) thereof was satisfied;
(viii) all documents constituting the Mortgage FileFiles, including including, without limitation, any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or a Loan Pairs) entered into or consented to by the Master Servicer or the Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20 (ix) but, in each case, only for so long as the annual, quarterly and monthly operating statements, if any, collected by or on behalf related Mortgage Loan is part of the Master Servicer or the Special ServicerTrust Fund) and, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xG) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities ActAsset Status Report. The Certificate Administrator shall provide, or cause to be provided, copies Copies of any and all of the foregoing items are to be available from the Trustee upon request; however, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such service. In connection with providing access to or copies of the items described in the immediately preceding paragraph of this Section 8.12(b), the Trustee may require, unless the Depositor directs otherwise, (i) in the case of Certificate Owners, a written request confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a beneficial holder of Certificates and will keep such information confidential and (ii) in the case of any prospective purchaser of the parties set forth a Certificate or, in the previous sentencecase of a Book-Entry Certificate, of a beneficial ownership interest therein, a written confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a prospective purchaser of a Certificate or a beneficial ownership interest therein, is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. The Certificate Administrator All Certificateholders, by acceptance of their Certificates, shall not be liable for providing or disseminating deemed to have agreed to keep such information in accordance with confidential, except to the terms extent that the Depositor grants written permission to the contrary. Notwithstanding the preceding sentences of this Agreementparagraph, the Trustee shall have no responsibility for the accuracy, completeness or sufficiency of any information so made available or furnished by it in the manner described in the immediately preceding paragraph.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc. Series 2006-1), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-3), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-2)
Access to Certain Information. (a) The Certificate Administrator and the Custodian Trustee shall afford to the Master Servicer, the Special Servicer and the Depositor, and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner or Serviced Non-Trust Mortgage Loan Noteholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Trust Mortgage Loans or (or, in the other assets case of a Serviced Non-Trust Mortgage Loan Noteholder, the related Serviced Non-Trust that are in its possession or Mortgage Loan) within its controlcontrol that may be required to be provided by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) Trustee shall maintain at in its offices (possession and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) available at its offices for review by any Privileged Person (the Depositor, the Rating Agencies, the Serviced Non-Trust Mortgage Loan Noteholders and their respective designees, the Controlling Class Representative and, subject to Section 5.7 in the case succeeding paragraph, any Certificateholder, Certificate Owner or Person identified to the Trustee as a prospective Transferee of a Rating Agency) Certificate or an interest therein, originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
items: (i) the Final Prospectus, the Prospectus and the Private Placement Memorandum Supplement, any private placement memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator Trustee by the Depositor or by any Person designated by the Depositor;
; (ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator Trustee since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
; (iii) all Distribution Date Statements and all CREFC® Certificateholder Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement 4.02(a) since the Closing Date;
; (iv) all annual statements Annual Statements of compliance and annual assessments as to compliance Compliance delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
Date; (v) all annual independent public accountants’ servicing reports caused to be Annual Assessment Reports and Annual Attestation Reports delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
Date; (vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i), ) and (ii) and (iii) of the first sentence thereof was not satisfied;
; (viiivii) each of the Mortgage FileFiles, including any and all modifications, extensions, waivers and amendments of the terms of the a Trust Mortgage Loans (Loan or the A/B Whole Loans or Serviced Non-Trust Mortgage Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20; (ixviii) the annual, quarterly most recent appraisal for each Mortgaged Property and monthly operating statements, if any, collected REO Property that has been delivered to the Trustee (each appraisal obtained hereunder with respect to any Mortgaged Property or REO Property to be delivered to the Trustee by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
promptly following its having been obtained); (xix) any and all Officer’s 's Certificates and other evidence delivered to or by the Certificate Administrator Trustee to support its, the Master Servicer’s's, the Special Servicer’s 's or the Trustee’sany Fiscal Agent's, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
; (x) any and all information provided to the Trustee pursuant to Section 6.11(a) or Section 6.12(a); (xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or any exception report prepared by the Trustee (and appointments of successors theretopursuant to Section 2.02(b);
; (xii) all Special Notices;
notices of a breach of representation and warranty given by or received by the Trustee with respect to any party hereto; (xiii) any Third Party Reports (or updates of Third Party Reports) Officer's Certificate delivered to the Certificate Administrator;
Trustee by the Special Servicer in connection with a Final Recovery Determination pursuant to Section 3.09(h); and (xiv) each of any and all reports, statements and other written or electronic information relating to an Outside Serviced Trust Mortgage Loan, the other documents made available related Mortgaged Property and/or the borrower under such Outside Serviced Trust Mortgage Loan, to the extent such items were received by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any Master Servicer from a related Outside Servicer or other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A applicable party under the Securities Actrelated Outside Servicing Agreement and delivered to the Trustee since the Closing Date. The Certificate Administrator Trustee shall provide, or cause to be provided, provide copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence; however, except in the case of the Rating Agencies, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Trustee to the Trustee's reasonable satisfaction, the Trustee shall request from the Master Servicer copies (at the expense of such Certificateholder or Certificate Owner if the Master Servicer or Special Servicer charges a fee to cover the reasonable cost of making such copies available) of any inspection reports prepared by the Master Servicer or the Special Servicer, copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer and copies of any CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets prepared by the Master Servicer or the Special Servicer; and, upon receipt, the Trustee shall make such items available to the requesting Certificateholder or Certificate Owner. In connection with providing access to or copies of the items described in the preceding paragraph, the Trustee shall require: (i) in the case of Certificateholders and Certificate Owners, a written confirmation executed by the requesting Person substantially in the form of Exhibit L-1 (or in such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person is a Certificateholder or a beneficial holder of Book-Entry Certificates and will keep such information confidential (except that such Certificateholder or Certificate Owner may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (ii) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit L-2 (or in such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential.
(c) The Certificate Administrator Trustee shall not be liable for providing or disseminating information in accordance with the terms of this AgreementSection 8.14(a) or (b).
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (LB Commercial Mortgage Trust 2007-C3), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C6), Pooling and Servicing Agreement (LB Commercial Mortgage Trust 2007-C3)
Access to Certain Information. (a) The On or prior to the date of the first sale of any Non-Registered Certificate Administrator to an Independent third party, the Depositor shall provide to the Paying Agent and the Custodian shall afford Trustee three copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate relates. In addition, if any Privileged Person access to such private placement memorandum or disclosure document is revised, amended or supplemented at any documentation (other than Privileged Information identified as such time following the delivery thereof to the Certificate Administrator upon delivery thereto) regarding Trustee and the Mortgage Loans or Paying Agent, the other assets Depositor promptly shall inform the Trustee of such event and shall deliver to the Paying Agent and the Trustee a copy of the Trust that are in its possession private placement memorandum or within its controldisclosure document, as revised, amended or supplemented. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator The Paying Agent (or the Custodian.
(b) The Certificate Administrator (or, in the case of with respect to item (viiiii)(j) below, the CustodianTrustee) shall maintain at its offices (andprimarily responsible for administering the Trust Fund and shall, upon reasonable prior written request and advance notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by any Privileged Holder of a Certificate, the Depositor, the Master Servicer, the Special Servicer, any Rating Agency or any other Person to whom the Paying Agent (subject to Section 5.7 or the Trustee, if applicable) believes such disclosure is appropriate, originals or copies of the following items: (i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Paying Agent and (ii) in all cases (a) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders entered into pursuant to Section 5.4 12.01, (b) all statements required to be delivered to Certificateholders of this Agreement the relevant Class pursuant to Section 4.02 since the Closing Date;
, (ivc) all annual statements of compliance and annual assessments as to compliance Officer's Certificates delivered to the Certificate Administrator since Paying Agent and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
3.13, (vid) all accountants' reports delivered to the most recent Trustee and the Paying Agent since the Closing Date pursuant to Section 3.14, (e) any inspection report prepared by or on behalf of the Master Servicer, Sub-Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator Trustee and the Paying Agent and Master Servicer in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
3.12(a), (viif) any as to each Mortgage Loan and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as Companion Loan pursuant to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none related Mortgagor is required to deliver such items or the Special Servicer has otherwise acquired such items, the most recent annual operating statement and rent roll of the conditions set forth in clauses (i), (ii) related Mortgaged Property and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments financial statements of the terms related Mortgagor and any other reports of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to Mortgagor collected by the Master Servicer, Sub-Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged PropertyPaying Agent pursuant to Section 3.12(c), together with the other information specified in accompanying written reports to be prepared by the Special Servicer and delivered to the Paying Agent pursuant to Section 8.14 of this Agreement;
3.12(b), (xg) any and all Officer’s Certificates notices, reports and other evidence Environmental Assessments delivered to the Certificate Administrator Paying Agent with respect to support any Mortgaged Property securing a Defaulted Mortgage Loan and Companion Loan as to which the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available environmental testing contemplated by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.3.09
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford or cause to be afforded to any Non-Restricted Privileged Person (other than the Rating Agencies) and to the Office of Thrift Supervision, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Loan or the other assets of the Trust that are in its possession or within its control, including without limitation:
(i) the Mortgage Loan File, including any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator (or a Custodian on its behalf);
(ii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Property, and
(iii) all notices and reports delivered to the Certificate Administrator with respect to any Property as to which environmental testing revealed any failure of such Property to comply with any applicable law, including any Environmental Law, or which revealed an environmental condition present at a Property requiring further investigation, testing, monitoring, containment, clean up, or remediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Administrator, the Trustee or the Custodian, as applicable. The Certificate Administrator (or a Custodian on its behalf) shall provide copies of the items described in this Section 8.14(a) above upon reasonable written request to the Certificateholders. The Certificate Administrator (or a Custodian on its behalf) may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator (or a Custodian on its behalf) to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and shall otherwise keep the information confidential. Certificateholders, by the acceptance of their Certificates, shall be deemed to have agreed to keep this information confidential.
(b) The Certificate Administrator shall make available to Non-Restricted Privileged Persons (or, solely in the case of item (viii) belowthe Distribution Date Statements, all Privileged Persons), via the Custodian) shall maintain at its offices (andCertificate Administrator’s Website, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such in electronic format to the Certificate Administrator upon delivery theretocts.cmbs.bond.admin@wellsfargo):
(i) The following “deal documents”:
(A) the Final Prospectus and the Private Placement Memorandum Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Trust Loan Purchase Agreements and any amendments and exhibits hereto or thereto;; and
(iiiC) the CREFC® loan setup file, delivered to the Certificate Administrator by the Servicer.
(ii) The following “periodic reports”:
(A) all Distribution Date Statements and prepared by the Certificate Administrator pursuant to Section 4.4(b);
(B) all CREFC® Reports actually (other than the CREFC® loan setup file) prepared by, or delivered or otherwise made available to Certificateholders to, the Certificate Administrator pursuant to Section 5.4 of this Agreement since the Closing Date;3.18(a); and
(ivC) all annual financial information (including, without limitation, rent rolls, financial statements, financial reports, operating statements, balance sheets, statements of compliance cash flow, profit and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 loss statements and 13.10, respectively;
(voperating budgets) all annual independent public accountants’ servicing and other periodic Property reports caused to be delivered to the Certificate Administrator since the Closing Date provided pursuant to Section 13.11;
3.18(c) (vi) the most recent inspection report prepared provided they are received by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;Administrator).
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;The following “additional documents”:
(viiiA) the Mortgage File, including summaries of any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement3.10;
(ixB) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and all inspection reports delivered to the Certificate Administrator for each Mortgaged Property, together with pursuant to Section 3.22; and
(C) all Appraisals delivered to the other information specified in Certificate Administrator pursuant to Section 8.14 of this Agreement3.7(a);
(xD) all reports delivered to the Certificate Administrator pursuant to Section 3.12(d);
(iv) The following “special notices”:
(A) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(g);
(B) any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c);
(C) any notice of a Servicer Termination Event or Special Servicer Termination Event received by the Certificate Administrator pursuant to Section 7.1(b);
(D) notice of any request by the Certificateholders representing at least 25% of the Voting Rights for a vote to terminate and replace the Special Servicer pursuant to Section 7.1(d);
(E) any notice of resignation or removal of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;
(F) any notice of an Operating Advisor Termination Event required to be posted by the Certificate Administrator pursuant to Section 9.8(a);
(G) notice of any request by the Certificateholders representing at least 15% of the Voting Rights of the Non-Reduced Certificates for a vote to terminate and replace the Operating Advisor pursuant to Section 9.8(b);
(H) any notice of any resignation or termination of the Operating Advisor delivered to the Certificate Administrator;
(I) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master ServicerTrustee’s, the Special Servicer’s or the TrusteeSpecial Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors theretopursuant to Section 3.23(f);
(xii) all Special Notices;
(xiiiJ) any Third Party Reports (or updates of Third Party Reports) Special Notice delivered to the Certificate AdministratorAdministrator pursuant to Section 5.6;
(xivK) each of the other documents made available by any amendment to this Agreement pursuant to Section 11.1;
(L) any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;
(M) all Officers’ Certificates and accountants’ reports delivered to the Certificate Administrator under since the Closing Date;
(N) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 5.4(a3.20;
(O) on any reports delivered to the Certificate AdministratorAdministrator by the Operating Advisor in connection with its review of the Special Servicer’s Website Appraisal Reduction Amount, Collateral Deficiency Amount and not otherwise listed net present value calculations;
(P) any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related report prepared by the Operating Advisor in this Section 5.6(b)connection with such recommendation, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such recommendation; and
(xvQ) any other information in the possession identification of the Certificate Administrator that may be necessary to satisfy the requirements commencement of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall providea CCR Consultation Period, a CCR Consultation Termination Period or cause to be providedan Operating Advisor Consultation Trigger Event, copies of any and all of the foregoing items upon reasonable written request termination of any of a CCR Control Period, CCR Consultation Period or Operating Advisor Consultation Trigger Event; (v) the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.“Investor Q&A Forum” pursuant to Section 4.5(a);
Appears in 3 contracts
Sources: Trust and Servicing Agreement (Bank 2022-Bnk41), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2022-C62), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the Controlling Class Representative) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery theretoin electronic format):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus Supplement;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.08 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.09 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan PairsLoans) entered into or consented to by the Master Servicer Servicer, or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Operating Advisor, the Custodian Certificate Administrator or the Trustee (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)electronic format; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. 144A. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc19), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc18), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc18)
Access to Certain Information. (a) The Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the related Directing Holder) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate Administrator or the Custodian, as applicable.
(b) The Certificate Administrator shall maintain at its offices (or, in the case of item (viii) belowthe Mortgage Files, the Custodian) Certificate Administrator shall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior written request and during normal business hours, shall make available, available or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto(or a Custodian appointed by it)):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant Class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.10 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Serviced Loan PairsCombinations) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer and delivered to the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Operating Advisor, the Custodian Asset Representations Reviewer, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or the any Outside Trustee (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)electronic format; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under 144A; provided that any such Privileged Person that is a Certificateholder or Certificate Owner shall have delivered to the Securities Act. The Certificate Administrator an appropriate Investor Certification; and provided, further, that in no event shall an Excluded Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party Subject to the two (2) provisos to the previous sentence, the Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Benchmark 2019-B10 Mortgage Trust), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2019-Gc38), Pooling and Servicing Agreement (Benchmark 2019-B9 Mortgage Trust)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Controlling Class Representative) and to the Office of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Trust Loan or the other assets of the Trust Fund that are in its possession or within its controlcontrol (or, upon request, make copies thereof available to any Privileged Person at the reasonable cost and expense of such Privileged Person). Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianAdministrator.
(b) The Certificate Administrator (or, shall make available to Privileged Persons and any Borrower Related Party that certifies to the Certificate Administrator in the case form of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, Exhibit Y-2 that it is a Certificateholder or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case Beneficial Owner of a Rating Agency) originals and/or copies (in paper or electronic form) of Certificate, via the Certificate Administrator’s Website, the following items (to the extent such items were prepared by or delivered to the Certificate Administrator in a readable, uploadable, un-corrupted and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery theretoun-locked electronic format):
(i) The following “deal documents”:
(A) the Final Prospectus and the Private Placement Memorandum Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto; and
(C) the CREFC® Loan Setup File delivered to the Certificate Administrator by the Servicer.
(ii) The following “periodic reports”:
(A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b); and
(B) all CREFC® Reports prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a) other than the CREFC® Loan Setup File;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;The following “additional documents”:
(ivA) all annual statements summaries of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and Asset Status Reports delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement3.10;
(ixB) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and all inspection reports delivered to the Certificate Administrator for each Mortgaged Property, together with pursuant to Section 3.22; and
(C) all Appraisals delivered to the other information specified in Certificate Administrator pursuant to Section 8.14 of this Agreement3.7(a);
(xiv) The following “special notices”:
(A) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);
(B) any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c);
(C) any notice of a Servicer Termination Event or Special Servicer Termination Event delivered to the Certificate Administrator pursuant to Section 7.1(b);
(D) any request by the Certificateholders representing at least 25% of the Voting Rights to terminate the Special Servicer pursuant to Section 7.1(d);
(E) any notice of resignation of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;
(F) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors theretopursuant to Section 3.23(f);
(xiiG) all any Special NoticesNotice delivered to the Certificate Administrator pursuant to Section 5.6;
(xiiiH) any Third Party Assessment of Compliance delivered to the Certificate Administrator; and
(I) any Attestation Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xivv) the “Investor Q&A Forum” pursuant to Section 4.5(a); and
(vi) solely to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.5(b). Notwithstanding anything to the contrary in this Section 8.14, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information” (and not under any of the tabs or headings described in items (i) through (vi) above) and made available to Privileged Persons other than to any Person that is a Borrower Related Party. In lieu of the tabs or headings otherwise described above, the Certificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time. If any Privileged Person becomes a Borrower Related Party, upon delivery to the Servicer, the Special Servicer, the Certificate Administrator and the Trustee in physical form of an Investor Certification substantially in the form of Exhibit Y-2 hereto, a notice in the form of Exhibits Y-3, Y-4 and Y-5 hereto certifying to the effect that such Person is a Borrower Related Party, such Person shall not be entitled to access any Excluded Information that is made available on the Certificate Administrator’s Website. The Servicer, Special Servicer, Certificate Administrator and Trustee may each rely conclusively on (i) an Investor Certification in the form of Exhibit Y-1 hereto from any Certificateholder, Companion Loan Holder, the Controlling Class Representative if the Controlling Class Representative is not a Certificateholder (and only during a Controlling Class Control Period and Controlling Class Consultation Period), a Beneficial Owner or a prospective purchaser of a Certificate (or any investment manager of the foregoing) to the effect that such Person is not a Borrower Related Party or (ii) an Investor Certification in the form of Exhibit Y-2 hereto from a Certificateholder, a Companion Loan Holder, the Controlling Class Representative if the Controlling Class Representative is not a Certificateholder (and only during a Controlling Class Control Period and Controlling Class Consultation Period), a Beneficial Owner or a prospective purchaser of a Certificate (or any investment manager of the foregoing), as applicable, to the effect that such Person is a Borrower Related Party. In the event any Certificateholder, Companion Loan Holder, the Controlling Class Representative if the Controlling Class Representative is not a Certificateholder (and only during a Controlling Class Control Period and Controlling Class Consultation Period), a Beneficial Owner or a prospective purchaser of a Certificate (or any investment manager of the foregoing) is a Borrower Related Party, such Person shall promptly notify each of the other documents made available by Servicer, the Special Servicer, the Certificate Administrator under and the Trustee in writing substantially in the form of Exhibits Y-3 and Y-4 hereto to the effect that such party is a Borrower Related Party and thereafter, upon submission of notice in the form of Exhibits Y-4 and Y-5 hereto, shall not be entitled to any Excluded Information made available on the Certificate Administrator’s Website. In addition to sending notice in the form of Exhibit Y-3 hereto to each of the parties hereto, such Person that is a Borrower Related Party shall also send to the Certificate Administrator a notice substantially in the form of Exhibit Y-5 hereto, which notice shall provide each of the CTSLink User IDs associated with such Person, and which notice shall direct the Certificate Administrator to restrict such Person’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement.
(c) Any Excluded Information that the Servicer, or the Special Servicer identifies and delivers to the Certificate Administrator shall be delivered to the Certificate Administrator via email to “c▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇” in one or more separate files labeled “Excluded Information” and shall include the name of the Whole Loan. For the avoidance of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 5.4(a8.14(c) shall not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator pursuant to Section 8.14(b) shall be posted on the Certificate Administrator’s Website under the “Excluded Information” tab. If any Certificateholder, Companion Loan Holder, the Controlling Class Representative if the Controlling Class Representative is not a Certificateholder (and not otherwise listed in this Section 5.6(bonly during a Controlling Class Control Period and Controlling Class Consultation Period); and
, a Beneficial Owner or a prospective purchaser of a Certificate (xvor any investment manager of the foregoing) any other information in is a Borrower Related Party, such Person shall be prohibited from accessing the possession Excluded Information. Notwithstanding anything herein to the contrary, each of the Servicer, the Special Servicer and the Certificate Administrator shall be entitled to conclusively assume that may all Certificateholders, Companion Loan Holders, the Controlling Class Representative, all Beneficial Owners or prospective purchasers of a Certificate (or any investment manager of the foregoing) are not a Borrower Related Party except to the extent that the Servicer, the Special Servicer or the Certificate Administrator, as applicable, has received notice from such Person that it is a Borrower Related Party. None of the Servicer, the Special Servicer or the Certificate Administrator shall be necessary liable for any communication to satisfy the requirements Controlling Class Representative or any Person or disclosure of subsection Excluded Information if the Servicer, the Special Servicer or the Certificate Administrator, as applicable, did not receive prior written notice that such Person is a Borrower Related Party, including, in the case of any Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and/or any failure to label any such information provided to the Certificate Administrator. Each of the Servicer, the Special Servicer and the Certificate Administrator shall be entitled to conclusively rely on any notice delivered by the Controlling Class Representative or a Controlling Class Certificateholder, as applicable, to the effect that such Person is no longer a Borrower Related Party. Each Controlling Class Representative or Controlling Class Certificateholder that receives access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information shall be deemed to have agreed that it (d)(4)(ii) will not directly or indirectly provide any of Rule 144A under such Excluded Information to any Borrower Related Party or (A) any employees or personnel of such Controlling Class Representative or Controlling Class Certificateholder or any Affiliate involved in the Securities Actmanagement of any investment in any Loan Borrower or any Property or (B) any non-Affiliate that, to its actual knowledge, holds a direct or indirect ownership interest in any Loan Borrower, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above. The Certificate Administrator Administrator, the Servicer and the Special Servicer shall providehave no liability for access by a Certificateholder, Companion Loan Holder, the Controlling Class Representative if the Controlling Class Representative is not a Certificateholder (and only during a Controlling Class Control Period and Controlling Class Consultation Period), a Beneficial Owner or a prospective purchaser of a Certificate (or any investment manager of the foregoing) to the Certificate Administrator’s Website of any information with respect to which such Person is prohibited from accessing pursuant to this Agreement if such Person provided an Investor Certification but did not indicate it was a Borrower Related Party. In connection with providing, or cause causing to be provided, access to or copies of the items described in the preceding paragraph pursuant to this Section 8.14(b), the Certificate Administrator shall require: (a) in the case of Certificateholders, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide such information to its auditors, legal counsel and regulators and to any and all of other Person that holds or is contemplating the foregoing items upon reasonable written request purchase of any of the parties set forth Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (b) in the previous sentencecase of a prospective purchaser of a Certificate or an interest therein or a licensed or registered investment advisor acting on behalf of such purchaser, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. The Except as otherwise provided in this Agreement and subject to Section 6.3(a), the Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement. The Certificate Administrator shall not be responsible or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 8.14(b) unless such information was produced by the Certificate Administrator. The obligations of the Certificate Administrator to provide access to those certain documents, information and other items described in this Section 8.14 shall extend only to those such documents, information and other items actually in possession of the Certificate Administrator. The Certificate Administrator may deny any of the foregoing Privileged Persons access to confidential information with respect to which the Certificate Administrator is restricted from disclosing by applicable law.
(d) The Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also make available through its website or otherwise, any CREFC® Reports and any additional information relating to the Whole Loan, the Properties or the Loan Borrowers, for review by any Privileged Person and any Borrower Related Party that certifies to the Certificate Administrator in the form of Exhibit Y-2 that it is a Certificateholder or Beneficial Owner of a Certificate (other than Excluded Information), and subject to Section 10.16 and Section 10.17, the Rating Agencies, in each case except to the extent doing so is prohibited by this Agreement, applicable law or by the Loan Documents. Each of the Servicer and Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor and the Certificate Administrator, enter into an Investor Certification or other confidentiality agreement acceptable to the Servicer or Special Servicer, as the case may be, and (B) acknowledge that the Servicer or the Special Servicer may contemporaneously provide such information to any other Privileged Person and any other Borrower Related Party that certifies to the Certificate Administrator in the form of Exhibit Y-2 that it is a Certificateholder or Beneficial Owner of a Certificate (other than Excluded Information). In addition, to the extent access to such information is provided via the Servicer’s or the Special Servicer’s website, the Servicer and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information. In connection with providing access to or copies of the items described in this Section 8.14(d) to current and prospective Certificateholders the form of confidentiality agreement used by the Servicer or the Special Servicer, as applicable, shall require: (a) in the case of a Certificateholder or a licensed or registered investment advisor acting on behalf of such Certificateholder, an Investor Certification executed by the requesting Person i
Appears in 3 contracts
Sources: Trust and Servicing Agreement (CSAIL 2016-C7 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Ubs9)
Access to Certain Information. (a) The On or prior to the date of the first sale of any Non-Registered Certificate Administrator to an Independent third party, the Depositor shall provide to the Paying Agent and the Custodian shall afford Trustee three copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate relates. In addition, if any Privileged Person access to such private placement memorandum or disclosure document is revised, amended or supplemented at any documentation (other than Privileged Information identified as such time following the delivery thereof to the Certificate Administrator upon delivery thereto) regarding Trustee and the Mortgage Loans or Paying Agent, the other assets Depositor promptly shall inform the Trustee of such event and shall deliver to the Paying Agent and the Trustee a copy of the Trust that are in its possession private placement memorandum or within its controldisclosure document, as revised, amended or supplemented. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator The Paying Agent (or the Custodian.
(b) The Certificate Administrator (or, in the case of with respect to item (viiiii)(j) below, the CustodianTrustee) shall maintain at its offices (andprimarily responsible for administering the Trust Fund and shall, upon reasonable prior written request and advance notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by any Privileged Holder of a Certificate, the Depositor, the Master Servicer, the Special Servicer, any Rating Agency or any other Person to whom the Paying Agent (subject to Section 5.7 or the Trustee, if applicable) believes such disclosure is appropriate, originals or copies of the following items: (i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Paying Agent and (ii) in all cases (a) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders entered into pursuant to Section 5.4 11.01, (b) all statements required to be delivered to Certificateholders of this Agreement the relevant Class pursuant to Section 4.02 since the Closing Date;
, (ivc) all annual statements of compliance and annual assessments as to compliance Officer's Certificates delivered to the Certificate Administrator since Paying Agent and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
3.13, (vid) all accountants' reports delivered to the most recent Trustee and the Paying Agent since the Closing Date pursuant to Section 3.14, (e) any inspection report prepared by or on behalf of the Master Servicer, Sub-Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator Trustee and the Paying Agent and Master Servicer in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
3.12(a), (viif) any as to each Mortgage Loan and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as Companion Loan pursuant to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none related Mortgagor is required to deliver such items or the Special Servicer has otherwise acquired such items, the most recent annual operating statement and rent roll of the conditions set forth in clauses (i), (ii) related Mortgaged Property and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments financial statements of the terms related Mortgagor and any other reports of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to Mortgagor collected by the Master Servicer, Sub-Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged PropertyPaying Agent pursuant to Section 3.12(c), together with the other information specified in accompanying written reports to be prepared by the Special Servicer and delivered to the Paying Agent pursuant to Section 8.14 of this Agreement;
3.12(b), (xg) any and all Officer’s Certificates notices, reports and other evidence Environmental Assessments delivered to the Certificate Administrator Paying Agent with respect to support any Mortgaged Property securing a Defaulted Mortgage Loan and Companion Loan as to which the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available environmental testing contemplated by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.3.09
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp, Series 2005-Cibc11), Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp Series 2005-Ldp3), Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp Series 2005-Ldp3)
Access to Certain Information. (a) The Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the related Directing Holder) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate Administrator or the Custodian, as applicable.
(b) The Certificate Administrator shall maintain at its offices (or, in the case of item (viii) belowthe Mortgage Files, the Custodian) Certificate Administrator shall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior written request and during normal business hours, shall make available, available or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto(or a Custodian appointed by it)):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant Class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.10 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Serviced Whole Loans or Loan PairsLoans) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer and delivered to the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Operating Advisor, the Custodian Asset Representations Reviewer, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or the any Outside Trustee (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)electronic format; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under 144A; provided that any such Privileged Person that is a Certificateholder or Certificate Owner shall have delivered to the Securities ActCertificate Administrator an appropriate Investor Certification; and provided, further, that in no event shall an Excluded Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party. The Subject to the two (2) provisos to the previous sentence, the Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (BMO 2023-C6 Mortgage Trust), Pooling and Servicing Agreement (BBCMS 2023-C20), Pooling and Servicing Agreement (BMO 2023-C4 Mortgage Trust)
Access to Certain Information. (a) The Certificate Administrator and the Custodian Indenture Trustee shall afford to the Noteholders, the Issuers, the Property Manager, the Support Provider, the Special Servicer, the Back-Up Manager, the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Noteholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust that are in its possession or Collateral Pool within its control; provided, however, to the extent the Property Manager delivers any operating statements or other financial information to the Indenture Trustee pursuant to Section 4.01(c)(B) or Section 4.01(d)(v) of the Property Management Agreement (and such statements or information are designated in writing (by email or otherwise) by the Property Manager to the Indenture Trustee as confidential), the Indenture Trustee shall not disseminate any such information to any Noteholder unless such Noteholder executes a confidentiality agreement substantially in the form attached hereto as Exhibit F. Any such confidentiality agreement executed by a Noteholder shall apply to all future disclosures of operating statements and other financial information delivered by the Property Manager to the Indenture Trustee pursuant to Section 4.01(c)(B) or Section 4.01(d)(v) of the Property Management Agreement and provided to such Noteholder by the Indenture Trustee under this Section 6.03(a). Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianIndenture Trustee designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) Indenture Trustee shall maintain at its offices (office primarily responsible for administration of the Collateral Pool and shall deliver to the Issuers, the Rating Agencies and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case succeeding paragraph, any Noteholder or Note Owner or Person identified to the Indenture Trustee as a prospective transferee of a Note or an Ownership Interest therein (at the reasonable request and, except for the Rating Agency) originals and/or Agencies, expense of the requesting party), copies (in paper or electronic form) of the following items (to the extent that such items were prepared by or have been delivered to the Certificate Administrator and do not constitute Privileged Information identified as Indenture Trustee or the Indenture Trustee can cause such items to the Certificate Administrator upon delivery thereto):
be delivered to it without unreasonable burden or expense): (i) the Final Prospectus and the Private Placement Memorandum and any other private placement memorandum or disclosure document relating to the Certificatesapplicable Notes, in the form most recently provided to the Certificate Administrator Indenture Trustee by the Depositor applicable Issuers or by any Person designated by the Depositor;
such Issuers; (ii) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any)Indenture, the Mortgage Loan Purchase Agreements Issuer LLC Agreements, the Property Management Agreement and any amendments and exhibits hereto or thereto;
; (iii) all Distribution Date Statements reports prepared by, and all CREFC® Reports actually reports delivered to, the Indenture Trustee, the Property Manager, the Special Servicer or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement the Back-Up Manager in such capacities since the Initial Closing Date;
; (iv) all annual statements of compliance Officer’s Certificates delivered by the Property Manager and annual assessments as to compliance delivered to the Certificate Administrator Special Servicer since the Initial Closing Date pursuant to Sections 13.9 Section 3.11 of the Property Management Agreement and 13.10, respectively;
all Officer’s Certificates delivered by the Issuer Manager since the Initial Closing Date pursuant to Section 9.07; (v) all annual independent public accountants’ servicing reports caused to be delivered to by the Certificate Administrator Property Manager and the Special Servicer since the Initial Closing Date pursuant to Section 13.11;
3.12 of the Property Management Agreement; (vi) the most recent inspection report prepared by or on behalf of the Master all Determination Date Reports, Special Servicer or the Special ServicerReports and Modified Collateral Detail and Realized Loss Reports (each, as applicable, and delivered to defined in the Certificate Administrator in respect of each Mortgaged Property Management Agreement) since the Initial Closing Date prepared pursuant to Section 8.17 or Section 9.3 4.01 of this the Property Management Agreement;
; (vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage FileLease Files, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) each Lease, as applicable, entered into or consented to by the Master Servicer Property Manager or the Special Servicer and delivered to the Certificate Administrator Indenture Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix3.16(c) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer Property Management Agreement or the Special Servicer, as applicable, otherwise; and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xviii) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, Property Manager’s or the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) be a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator Indenture Trustee shall provide, or cause to be provided, make available copies of any and all of the foregoing items upon reasonable written request of any of the parties party set forth in the previous sentence. However, the Indenture Trustee shall be permitted to require of such party the payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies as are requested by such party. If requested by any Noteholder, the Indenture Trustee (to the extent it is able to obtain such information from the Property Manager) shall provide: (i) the most recent inspection report prepared by the Property Manager or the Special Servicer in respect of each Property pursuant to Section 3.10 of the Property Management Agreement; (ii) the most recent available documentation and information collected by the Property Manager or the Special Servicer pursuant to Article IV of the Property Management Agreement, together with the accompanying written reports to be prepared by the Property Manager or the Special Servicer, as the case may be, pursuant to Article IV of the Property Management Agreement; and (iii) any and all notices and reports with respect to any Property as to which environmental testing is contemplated by Section 10.08. The Certificate Administrator Indenture Trustee will make available, upon reasonable advance notice and at the expense of the requesting party, copies of the above items to any Noteholder or Note Owner and to prospective purchasers of Notes; provided, that, as a condition to making such items available, the Indenture Trustee shall require (a) in the case of Noteholders or Note Owners, a confirmation executed by the requesting Person substantially in the form of Exhibit E-1 hereto generally to the effect that such Person is a Noteholder or Note Owner, is requesting the information solely for use in evaluating such Person’s investment in the related Notes and will otherwise keep such information confidential and (b) in the case of a prospective purchaser, confirmation executed by the requesting Person and such Person’s prospective transferor substantially in the form of Exhibit E-2 hereto generally to the effect that such Person is a prospective purchaser of Notes, is requesting the information solely for use in evaluating a possible investment in such Notes and will otherwise keep such information confidential.
(c) The Indenture Trustee shall not be liable for providing or disseminating any dissemination of information made in accordance with Section 6.03(a) or (b).
(d) Each Issuer shall permit agents, representatives and employees of the terms of this AgreementIndenture Trustee to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice, subject to the applicable Leases.
Appears in 3 contracts
Sources: Master Indenture (American Finance Trust, Inc), Master Indenture (American Finance Trust, Inc), Master Indenture (American Finance Trust, Inc)
Access to Certain Information. (a) The Certificate Administrator Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Master Servicer, the Special Servicer, the Subordinate Class Representative and the Majority Subordinate Certificateholder and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):in electronic format via electronic mail in accordance with Section 12.06:
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or theretohereto;
(iiiii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise the following documents, which shall be made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;under a tab or heading designated “SEC filings”:
(ivA) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10each report on Form 10-D, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared Form 10-K or Form 8-K that has been filed by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, through the Custodian or the Trustee ▇▇▇▇▇ system (and appointments within one Business Day of successors theretofiling);
(xiiiii) all Special Noticesthe following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements pursuant to Section 4.02(a);
(xiiiB) any Third Party Reports (the CREFC reports prepared by, or updates of Third Party Reports) delivered to to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
(xivC) each of Trust Advisor Annual Report;
(iv) the other documents following documents, which shall be made available by the Certificate Administrator under a tab or heading designated “additional documents”:
(A) summaries of Final Asset Status Reports pursuant to Section 5.4(a3.24(a);
(B) on the Certificate Administrator’s Website and not otherwise listed in this inspection reports pursuant to Section 5.6(b3.12(a); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C7), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C7)
Access to Certain Information. (a) The Certificate Administrator and (or, in the Custodian case of clause (i) below, the Custodian) shall afford to any Privileged Person access to any documentation (other than the Rating Agencies and other than any Privileged Information identified as such to Person who provides the Certificate Administrator upon delivery theretowith an Investor Certification in the form of Exhibit J-2 hereto) and to the Office of Thrift Supervision, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to originals or copies of any documentation regarding the Mortgage Loans Trust Loan or the other assets of the Trust Fund that are in its possession or within its controlcontrol including, without limitation:
(i) the Loan File, including any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Custodian;
(ii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for the Property;
(iii) the summary of any Final Asset Status Report delivered to the Certificate Administrator; and
(iv) all notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing revealed any failure of the Property to comply with any applicable law, including any environmental law, or which revealed an environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or remediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator. The Certificate Administrator will provide copies of the items described in this Section 8.14(a) above upon reasonable written request of the Certificateholders. The Certificate Administrator may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator, to the effect that the Person making the request is a Certificateholder, a Beneficial Owner or prospective purchaser of Certificates, is requesting the Custodianinformation solely for use in evaluating its investment in the Certificates and will otherwise keep the information confidential. Certificateholders, by the acceptance of their Certificates, will be deemed to have agreed to keep this information confidential.
(b) The Certificate Administrator shall make available to Privileged Persons (orwhich for this purpose, excludes (other than with respect to Distribution Date Statements only) a Privileged Person who provides the Certificate Administrator with an Investor Certification in the case form of item (viii) belowExhibit J-2 hereto), via the Custodian) shall maintain at its offices (andCertificate Administrator’s Website, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such in electronic format to the Certificate Administrator upon delivery thereto▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇):
(i) The following “deal documents”:
(A) the Final Prospectus and the Private Placement Memorandum Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;; and
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Trust Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto;
(iiiii) The following “periodic reports”:
(A) all Distribution Date Statements and prepared by the Certificate Administrator pursuant to Section 4.4(a); and
(B) all CREFC® Reports actually prepared by, or delivered or otherwise made available to Certificateholders to, the Certificate Administrator pursuant to Section 5.4 of this Agreement since the Closing Date3.18(a);
(iviii) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;The following “additional documents”:
(vA) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf summaries of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and Final Asset Status Reports delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement3.10;
(ixB) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and all inspection reports delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in pursuant to Section 8.14 of this Agreement3.22;
(xC) all Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a); and
(D) operating statements and rent rolls;
(iv) The following “special notices”:
(A) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);
(B) any notice of a Servicer Termination Event or Special Servicer Termination Event delivered to the Certificate Administrator pursuant to Section 7.1(b);
(C) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or Certificate Administrator pursuant to Section 8.7;
(D) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s its or the TrusteeServicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors theretopursuant to Section 3.23(f);
(xii) all Special Notices;
(xiiiE) any Third Party Reports (or updates of Third Party Reports) Special Notice delivered to the Certificate AdministratorAdministrator pursuant to Section 5.6;
(xivF) each any annual statements as to compliance and related Officer’s Certificates delivered under Sections 13.7 and 13.8;
(G) any annual independent public accountants’ servicing reports delivered pursuant to Section 13.9;
(H) any notice of termination of the other documents made available by Servicer or the Special Servicer delivered to the Certificate Administrator under pursuant to Section 5.4(a7.1(c);
(I) on any request by the Certificate Administrator’s Website and not otherwise listed in this Certificateholders representing at least 25% of the Voting Rights to terminate the Special Servicer pursuant to Section 5.6(b7.1(d); and
(xvJ) any other information in the possession identification of the Certificate Administrator that may be necessary to satisfy the requirements commencement of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall providea Subordinate Consultation Period or a Subordinate Consultation Termination Period, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request termination of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing a Subordinate Control Period or disseminating information in accordance with the terms of this Agreement.Subordinate Consultation Period;
Appears in 3 contracts
Sources: Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(ii) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall be permitted to require payment of a sum sufficient to cover the reasonable out-of-pocket costs and expenses of providing such copies. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 3 contracts
Sources: 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-C11)
Access to Certain Information. (a) The Certificate Administrator Trustee shall provide or cause to be provided to the Sponsor, the Master Servicer, the Special Servicer and the Custodian shall afford Rating Agencies, and to the OTS, the FDIC, and any Privileged Person other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to the Mortgage Files and any other documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of and the Trust Fund, that are in its possession or is within its controlcontrol which may be required by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Promptly following the first sale of any Non-Registered Certificate Administrator (or, in the case of item (viii) belowto an Independent third party, the Custodian) Sponsor shall provide to the Trustee 10 copies of any private placement memorandum or other disclosure document used by the Sponsor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate belongs. In addition, if any such private placement memorandum or disclosure document is revised, amended or supplemented at any time following the delivery thereof to the Trustee, the Sponsor promptly shall inform the Trustee of such event and shall deliver to the Trustee 10 copies of the private placement memorandum or disclosure document, as revised, amended or supplemented. The Trustee shall maintain at its offices (andCorporate Trust Office and shall on behalf of the Sponsor, upon reasonable prior advance written request and notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by each Rating Agency and by any Privileged Certificateholder or any Certificate Owner or any Person identified to the Trustee by a Certificateholder or a Certificate Owner as a prospective transferee of a Certificate or interest therein, originals or copies of the following items: (subject to Section 5.7 i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Trustee; and (ii) in all cases, (A) this AgreementAgreement and the Sub-Servicing Agreements, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
, (iiiB) all Distribution Date Statements statements and all CREFC® Reports actually reports required to be delivered or otherwise made available to Certificateholders Holders of the relevant Class of Certificates pursuant to Section 5.4 of this Agreement 4.02
(a) since the Closing Date;
, (ivC) all annual statements of compliance and annual assessments as to compliance reports delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
4.02(b) and Section 4.02(c), (viD) all Officer's Certificates delivered to the Trustee since the Closing Date pursuant to Section 3.13, (E) all accountants' reports delivered to the Trustee since the Closing Date pursuant to Section 3.14, (F) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicablethe case may be, and delivered to the Certificate Administrator Trustee in respect of each Mortgaged Property pursuant to Section 8.17 3.12(a), (G) all Mortgagor financial statements and Mortgaged Property operating statements and rent rolls delivered to the Trustee by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 9.3 of this Agreement;
3.12(b), (viiH) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property securing a defaulted Mortgage Loan as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i), ) and (ii) of the first sentence thereof was not satisfied or that any remedial, corrective or other further action contemplated in such clauses is required (but only for so long as such Mortgaged Property or the related Mortgage Loan is part of the Trust Fund), and (iiiI) thereof was satisfied;
(viii) all documents constituting the Mortgage FileFiles, including including, without limitation, any and all modifications, waivers and amendments of the terms of the a Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or the Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20 (ix) but, in each case, only for so long as the annual, quarterly and monthly operating statements, if any, collected by or on behalf related Mortgage Loan is part of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors theretoFund);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies Copies of any and all of the foregoing items are to be available from the Trustee upon request; however, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such service. In connection with providing access to or copies of the items described in the immediately preceding paragraph of this Section 8.12(b), the Trustee may require, unless the Sponsor directs otherwise, (i) in the case of Certificate Owners, a written request confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a beneficial holder of Certificates and will keep such information confidential and (ii) in the case of any prospective purchaser of the parties set forth a Certificate or, in the previous sentencecase of a Book-Entry Certificate, of a beneficial ownership interest therein, a written confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a prospective purchaser of a Certificate or a beneficial ownership interest therein, is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. The Certificate Administrator All Certificateholders, by acceptance of their Certificates, shall not be liable for providing or disseminating deemed to have agreed to keep such information in accordance with confidential, except to the terms extent that the Sponsor grants written permission to the contrary. Notwithstanding the preceding sentences of this Agreementparagraph, the Trustee shall have no responsibility for the accuracy, completeness or sufficiency of any information so made available or furnished by it in the manner described in the immediately preceding paragraph.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Mortgage Capital Funding Inc), Pooling and Servicing Agreement (Mortgage Capital Funding Inc), Pooling and Servicing Agreement (Mortgage Capital Funding Inc)
Access to Certain Information. (a) The Certificate Administrator Administrator, Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Trust Advisor, the Master Servicers, the Special Servicers, the Subordinate Class Representative and the Majority Subordinate Certificateholder, and to each Serviced Pari Passu Companion Loan Holder that is a Privileged Person, and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund (or, in the case of a Serviced Pari Passu Companion Loan Holder that is a Privileged Person, any documentation regarding the related Serviced Loan Combination or any related REO Property) that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):in electronic format via electronic mail in accordance with Section 12.06:
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto hereto;
(C) the CREFC® Loan Setup File prepared by the Master Servicers and delivered to the Certificate Administrator;
(ii) the following documents, which shall be made available under a tab or theretoheading designated “SEC filings”:
(A) each report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system (within one Business Day of filing);
(iii) all the following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since 4.02(a);
(B) the Closing DateCREFC® reports (other than the CREFC® Loan Setup File) prepared by, or delivered to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
(C) each Trust Advisor Annual Report;
(iv) all annual statements the following documents, which shall be made available under a tab or heading designated “additional documents”:
(A) summaries of compliance Final Asset Status Reports pursuant to Section 3.24(a);
(B) inspection reports pursuant to Section 3.12(a); and
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(v) the following documents, which shall be made available under a tab or heading designated “special notices”:
(A) notice of final distribution on the Certificates pursuant to Section 9.01;
(B) notice of termination of a Master Servicer and/or a Special Servicer under Section 7.02;
(C) notice of a Servicer Termination Event with respect to a Master Servicer or a Special Servicer pursuant to Section 7.01;
(D) notice of the resignation of any party to this Agreement and annual assessments as notice of the acceptance of appointment to such party, to the extent such notice is prepared or received by the Certificate Administrator pursuant to Section 3.23, Section 3.28(r), Section 5.07(c), Section 6.04, Section 8.06, Section 8.07 or Section 8.11;
(E) Officer’s Certificates supporting the determination that any Advance was (or, if made, would be) a Nonrecoverable Advance pursuant to Section 3.11(h) or Section 4.03(c);
(F) any Special Notice by a Certificateholder that wishes to communicate with others, pursuant to this Agreement;
(G) any assessment of compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectivelySection 11.13;
(vH) all annual independent public accountants’ servicing any attestation reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.1111.13;
(I) any reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of a Special Servicer’s net present value and Appraisal Reduction Amount calculations pursuant to Section 3.28(d) and Section 3.28(e);
(J) any recommendation received by the Certificate Administrator from the Trust Advisor for the termination of a Special Servicer during any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the Certificateholders to terminate a Special Servicer in response to such recommendation, pursuant to Section 6.05(c);
(K) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of a Special Servicer during any period when such Certificateholders are entitled to make such a proposal, and any direction of the requisite percentage of the Certificateholders to terminate such Special Servicer in response to such proposal, pursuant to Section 6.05(b); and
(L) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust Advisor in response to such proposal, pursuant to pursuant to Section 3.28(n);
(vi) the most recent inspection report prepared by Investor Q&A Forum, which shall be made available under a tab or on behalf heading designated “Investor Q&A Forum”, pursuant to Section 8.12(d); and
(vii) the Investor Registry (solely to Certificateholders and Certificate Owners), which shall be made available under a tab or heading designated “Investor Registry”, pursuant to Section 8.12(e). In lieu of the Master Servicer tabs or headings otherwise described above, the Special ServicerCertificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time. The Certificate Administrator shall make available at its offices, as applicableduring normal business hours, and delivered for review by any Privileged Person who certifies to the Certificate Administrator substantially in respect the form of each Mortgaged Property pursuant Exhibit K-1 hereto (other than a Rating Agency or NRSRO), originals or copies of, among other things, the following items (to Section 8.17 the extent such items are in its possession) (except to the extent not permitted by applicable law or Section 9.3 under any of this Agreement;the related Mortgage Loan Documents):
(viiA) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfiedenvironmental issues;
(viiiB) the most recent annual (or more frequent, if available) operating statements, rent rolls or, with respect to Co-op Mortgage Loans, maintenance schedules (to the extent such rent rolls or maintenance schedules have been made available by the related Borrower) and/or lease summaries and retail “sales information,” if any, collected by or on behalf of the applicable Master Servicer or the applicable Special Servicer with respect to each Mortgaged Property;
(C) the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the a Mortgage Loans (Loan or the A/B Whole Loans or Serviced Loan Pairs) Combination entered into or consented to by the applicable Master Servicer or and/or the applicable Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xvD) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A 144A; and
(E) each of the documents made available by the Certificate Administrator via the Certificate Administrator’s Website pursuant to this subsection (b). The Rating Agencies and NRSROs shall be afforded access to the Investor Q&A Forum but shall not be afforded a means to submit questions on the Investor Q&A Forum. The Rating Agencies and NRSROs shall not be afforded access to the Investor Registry. The Depositor, hereby authorizes the Certificate Administrator to make available to Bloomberg Financial Markets, L.P., T▇▇▇▇, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., C▇▇▇.▇▇▇, Inc. or such other vendor chosen by the Depositor, that submits to the Certificate Administrator a certification in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section 8.12(b) to Privileged Persons; provided that the Certificate Administrator shall not have such authority to the extent such disclosure would violate another provision of this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information).
(c) The Rule 17g-5 Information Provider shall make available to the Rating Agencies, the Depositor and to NRSROs the following items by means of the Rule 17g-5 Information Provider’s Website, provided such items have been delivered to the Rule 17g-5 Information Provider by means of electronic mail in accordance with Section 12.06 (or by such other electronic means suitable for posting as shall be established or approved by the Rule 17g-5 Information Provider or as may be necessary or beneficial, in each case as designated in writing to the Master Servicers, Special Servicers, Certificate Administrator and Trustee) with “WFRBS 2014-C23” included in the subject line of such electronic mail and with a brief identification of such information in the body of such electronic mail:
(A) Asset Status Reports pursuant to Section 3.24;
(B) environmental reports pursuant to Section 3.09(c);
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(D) any assessments of compliance pursuant to Section 11.13;
(E) any attestation reports pursuant to Section 11.13;
(F) any notice relating to a Special Servicer’s determination to take action under this Agreement without receiving Rating Agency Confirmation pursuant to Section 3.27(a);
(G) copies of requests or questions that were submitted by the Securities ActRating Agencies to a Master Servicer, a Special Servicer, the Certificate Administrator or Trustee pursuant to Section 3.27;
(H) any requests for Rating Agency Confirmation delivered to the Rule 17g-5 Information Provider pursuant to Section 3.27;
(I) notice of any resignation of the Trustee or the acceptance of appointment by the successor Trustee or merger or consolidation of the Trustee pursuant to Section 8.07;
(J) notice of any resignation of the Certificate Administrator or the acceptance of appointment by the successor Certificate Administrator or merger or consolidation of the Certificate Administrator pursuant to Section 8.07;
(K) Officer’s Certificates supporting determinations relating to Nonrecoverable Advances and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections on the Mortgage Pool pursuant to Section 3.11(h) and Section 4.03(c);
(L) all notices of the occurrence of a Servicer Termination Event and any notice of the termination of a Master Servicer or a Special Servicer pursuant to Section 7.01 and Section 7.02;
(M) the Trust Advisor Annual Reports prepared by the Trust Advisor pursuant to Section 3.28(a);
(N) certain responses or notices from the parties to this Agreement to information posted on the Certificate Administrator’s Website;
(O) any notice of an amendment of this Agreement to change the procedures related to Rule 17g-5 information pursuant to Section 3.27(h);
(P) any summary of oral communications with the Rating Agencies regarding any of the above written materials or regarding any request for a Rating Agency Confirmation or regarding any of the Mortgage Loan Documents or any matter related to the Certificates, Mortgage Loans, any Serviced Loan Combination, the related Mortgaged Properties, the related Borrowers or any other matters related to this Agreement or the Intercreditor Agreements related to any Serviced Loan Combination, pursuant to Section 3.27(g);
(Q) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement; and
(R) the Rating Agency Q&A Forum and Servicer Document Request Tool under Section 8.12(g).
(d) The Certificate Administrator shall make a question-and-answer forum (the “Investor Q&A Forum”) available to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders and Certificate Owners may submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, or to the applicable Master Servicer or the applicable Special Servicer relating to servicing reports prepared by that party, the Serviced Mortgage Loans, Serviced Loan Combinations or the related Mortgaged Properties, and where Privileged Persons may view previously submitted inquiries and related answers. The Certificate Administrator will forward such inquiries to the appropriate person. The Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall be required to answer each inquiry, unless it determines that (i) answering the inquiry would not be in the best interests of the Trust and/or the Certificateholders, (ii) answering the inquiry would be in violation of applicable law or the Mortgage Loan Documents, (iii) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable, or (iv) answering the inquiry is otherwise not advisable to answer, in which case the Certificate Administrator shall not post such inquiry on the Investor Q&A Forum. The Certificate Administrator shall providepost the inquiries and related answers on the Investor Q&A Forum, subject to the immediately preceding sentence and subject to and in accordance with this Agreement; provided that posting the inquiries and related answers on the Investor Q&A Forum shall not require a separate delivery of such inquiries and answers to the Rule 17g-5 Information Provider. In addition, no party will post or cause otherwise disclose direct communications with the Subordinate Class Representative as part of its response to any inquiries. The Investor Q&A Forum may not reflect questions, answers, and other communications which are not submitted through the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be providedanswers from any other person, copies of any including the Depositor and all the Underwriters. None of the foregoing items upon reasonable written request Underwriters, Depositor, any of their respective Affiliates or any other Person will certify as to the accuracy of any of the parties set forth information posted in the previous sentenceInvestor Q&A Forum, and no Person other than the respondent will have any responsibility or liability for the content of any such information.
(e) The Certificate Administrator shall make the “Investor Registry” available to any Certificateholder and beneficial owner via the Certificate Administrator’s Website. Certificateholders and Certificate Owners may register on a voluntary basis for the Investor Registry and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with the requirements provided for in the other provisions of this Agreement.
(f) The Certificate Administrator’s Website shall initially be located at w▇▇.▇▇▇▇▇▇▇.▇▇▇. Access shall be provided by the Certificate Administrator to Privileged Persons. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for providing or disseminating the dissemination of information in accordance with the terms of this Agreement.. The Certificate Administrator shall make no representations or warranties as to the accuracy or comp
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person access to any documentation (other than Privileged Information identified as such On or prior to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets date of the Trust that are first sale of any Non-Registered Certificate to an Independent third party, the Depositor shall provide to the Trustee three copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request connection with the offer and during normal business hours at the offices sale of the Class of Certificates to which such Non-Registered Certificate Administrator relates. In addition, if any such private placement memorandum or disclosure document is revised, amended or supplemented at any time following the Custodian.
(b) The Certificate Administrator (or, in delivery thereof to the case of item (viii) belowTrustee, the Custodian) Depositor promptly shall inform the Trustee of such event and shall deliver to the Trustee a copy of the private placement memorandum or disclosure document, as revised, amended or supplemented. The Trustee shall maintain at its offices (andprimarily responsible for administering the Trust Fund and shall, upon reasonable prior written request and advance notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by any Privileged Holder of a Certificate, the Depositor, the Master Servicer, the Special Servicer, any Rating Agency or any other Person to whom the Trustee believes such disclosure is appropriate, originals or copies of the following items: (subject to Section 5.7 i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Trustee and (ii) in all cases, including the related Companion Holder with respect to any Serviced Whole Loan (a) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders entered into pursuant to Section 5.4 12.01, (b) all statements required to be delivered to Certificateholders of this Agreement the relevant Class pursuant to Section 4.02 since the Closing Date;
, (ivc) all annual statements of compliance and annual assessments as to compliance Officer's Certificates delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
11.09, (vid) all accountants' reports delivered to the most recent Trustee since the Closing Date pursuant to Section 11.11, (e) any inspection report prepared by or on behalf of the Master Servicer, Sub-Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator Trustee and the Master Servicer in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
3.12(a), (viif) any as to each Mortgage Loan and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as Companion Loan pursuant to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none related Mortgagor is required to deliver such items or the Special Servicer has otherwise acquired such items, the most recent annual operating statement and rent roll of the conditions set forth in clauses (i), (ii) related Mortgaged Property and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments financial statements of the terms related Mortgagor and any other reports of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to Mortgagor collected by the Master Servicer, Sub-Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged PropertyTrustee pursuant to Section 3.12(c), together with the other information specified in accompanying written reports to be prepared by the Special Servicer and delivered to the Trustee pursuant to Section 8.14 of this Agreement;
3.12(b), (xg) any and all Officer’s Certificates notices, reports and other evidence Environmental Assessments delivered to the Certificate Administrator Trustee with respect to support any Mortgaged Property securing a Defaulted Mortgage Loan and Companion Loan as to which the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available environmental testing contemplated by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.3.09
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp12), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11)
Access to Certain Information. (a) The Certificate Administrator and the Custodian Indenture Trustee shall afford to the Noteholders, the Issuers, the Property Manager, the Special Servicer, the Back-Up Manager, the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Noteholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust that are in its possession or Collateral Pool within its control; provided, however, to the extent STORE Capital delivers any operating statements or other financial information to the Indenture Trustee pursuant to Section 4.01(c)(B) or Section 4.01(d)(v) of the Property Management Agreement (and such statements or information are designated in writing (by email or otherwise) by STORE Capital to the Indenture Trustee as confidential), the Indenture Trustee shall not disseminate any such information to any Noteholder unless such Noteholder executes a confidentiality agreement substantially in the form attached hereto as Exhibit F. Any such confidentiality agreement executed by a Noteholder shall apply to all future disclosures of operating statements and other financial information delivered by STORE Capital to the Indenture Trustee pursuant to Section 4.01(c)(B) or Section 4.01(d)(v) of the Property Management Agreement and provided to such Noteholder by the Indenture Trustee under this Section 6.03(a). Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianIndenture Trustee designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) Indenture Trustee shall maintain at its offices (office primarily responsible for administration of the Collateral Pool and shall deliver to the Issuers, the Rating Agencies and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case succeeding paragraph, any Noteholder or Note Owner or Person identified to the Indenture Trustee as a prospective transferee of a Note or an Ownership Interest therein (at the reasonable request and, except for the Rating Agency) originals and/or Agencies, expense of the requesting party), copies (in paper or electronic form) of the following items (to the extent that such items were prepared by or have been delivered to the Certificate Administrator and do not constitute Privileged Information identified as Indenture Trustee or the Indenture Trustee can cause such items to the Certificate Administrator upon delivery thereto):
be delivered to it without unreasonable burden or expense): (i) the Final Prospectus and the Private Placement Memorandum and any other private placement memorandum or disclosure document relating to the Certificatesapplicable Notes, in the form most recently provided to the Certificate Administrator Indenture Trustee by the Depositor applicable Issuers or by any Person designated by the Depositor;
such Issuers; (ii) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any)Indenture, the Mortgage Loan Purchase Agreements Limited Liability Company Agreements, the Property Management Agreement and any amendments and exhibits hereto or thereto;
; (iii) all Distribution Date Statements reports prepared by, and all CREFC® Reports actually reports delivered to, the Indenture Trustee, the Property Manager, the Special Servicer or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement the Back-Up Manager in such capacities since the Initial Closing Date;
; (iv) all annual statements of compliance Officer’s Certificates delivered by the Property Manager and annual assessments as to compliance delivered to the Certificate Administrator Special Servicer since the Initial Closing Date pursuant to Sections 13.9 Section 3.11 of the Property Management Agreement and 13.10, respectively;
all Officer’s Certificates delivered by the Issuer Member since the Initial Closing Date pursuant to Section 9.07; (v) all annual independent public accountants’ servicing reports caused to be delivered to by the Certificate Administrator Property Manager and the Special Servicer since the Initial Closing Date pursuant to Section 13.11;
3.12 of the Property Management Agreement; (vi) the most recent inspection report prepared by or on behalf of the Master all Determination Date Reports, Special Servicer or the Special ServicerReports and Modified Collateral Detail and Realized Loss Reports (each, as applicable, and delivered to defined in the Certificate Administrator in respect of each Mortgaged Property Management Agreement) since the Initial Closing Date prepared pursuant to Section 8.17 or Section 9.3 4.01 of this the Property Management Agreement;
; (vii) any the Lease Files and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage FileLoan Files, including any and all modifications, waivers and amendments of the terms of the each Lease and Mortgage Loans (or the A/B Whole Loans or Loan Pairs) Loan, as applicable, entered into or consented to by the Master Servicer Property Manager or the Special Servicer and delivered to the Certificate Administrator Indenture Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix3.16(c) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer Property Management Agreement or the Special Servicer, as applicable, otherwise; and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xviii) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, Property Manager’s or the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) be a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator Indenture Trustee shall provide, or cause to be provided, make available copies of any and all of the foregoing items upon reasonable written request of any of the parties party set forth in the previous sentence. However, the Indenture Trustee shall be permitted to require of such party the payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies as are requested by such party. If requested by any Noteholder, the Indenture Trustee (to the extent it is able to obtain such information from the Property Manager) shall provide: (i) the most recent inspection report prepared by the Property Manager or the Special Servicer in respect of each Property pursuant to Section 3.10 of the Property Management Agreement; (ii) the most recent available documentation and information collected by the Property Manager or the Special Servicer pursuant to Article IV of the Property Management Agreement, together with the accompanying written reports to be prepared by the Property Manager or the Special Servicer, as the case may be, pursuant to Article IV of the Property Management Agreement; and (iii) any and all notices and reports with respect to any Property as to which environmental testing is contemplated by Section 10.08. The Certificate Administrator Indenture Trustee will make available, upon reasonable advance notice and at the expense of the requesting party, copies of the above items to any Noteholder or Note Owner and to prospective purchasers of Notes; provided, that, as a condition to making such items available, the Indenture Trustee shall require (a) in the case of Noteholders or Note Owners, a confirmation executed by the requesting Person substantially in the form of Exhibit E-1 hereto generally to the effect that such Person is a Noteholder or Note Owner, is requesting the information solely for use in evaluating such Person’s investment in the related Notes and will otherwise keep such information confidential and (b) in the case of a prospective purchaser, confirmation executed by the requesting Person and such Person’s prospective transferor substantially in the form of Exhibit E-2 hereto generally to the effect that such Person is a prospective purchaser of Notes, is requesting the information solely for use in evaluating a possible investment in such Notes and will otherwise keep such information confidential.
(c) The Indenture Trustee shall not be liable for providing or disseminating any dissemination of information made in accordance with Section 6.03(a) or (b).
(d) Each Issuer shall permit agents, representatives and employees of the terms of this AgreementIndenture Trustee to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice, subject to the applicable Leases.
Appears in 3 contracts
Sources: Master Indenture (STORE CAPITAL Corp), Master Indenture (STORE CAPITAL Corp), Master Indenture (STORE CAPITAL Corp)
Access to Certain Information. (a) The Certificate Administrator and the Custodian Indenture Trustee shall afford to the Issuer, the Initial Purchasers, the Servicer, the Controlling Class Representative, the Back-Up Manager and each Rating Agency and any Privileged Person banking or insurance regulatory authority that may exercise authority over any Noteholder or Note Owner, at their written request access (which may be limited to electronic access) to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust that are Notes it has in its possession or within its controlthat is freely deliverable. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of Corporate Trust Office, at such other location as the Certificate Administrator Indenture Trustee might specify or digitally; provided, however, that any such examination permitted under this Section 11.11 will be conducted in a manner which does not unreasonably interfere with the CustodianIndenture Trustee’s normal operations or customer and employee relations.
(b) The Certificate Administrator (orThis Base Indenture, in the case of item (viii) belowany Series Supplement, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(ii) this Cash Management Agreement, the Servicing Agreement (and each sub-servicing agreement delivered to the Certificate Administrator Indenture Trustee since the Series 2023-1 Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) ), the Management Agreement, the Holdco Guaranty, the Back-Up Management Agreement, the Shared Infrastructure Services Agreement, the Shared Infrastructure Management Agreement, the Shared Infrastructure Back-Up Management Agreement, any Offering Memorandum, all Distribution Date Statements Manager Reports and, to the extent delivered to the Indenture Trustee, the consolidated financial statements of the Issuer and all CREFC® Reports actually delivered or otherwise the Parent, shall be made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iva) all annual statements of compliance each Rating Agency and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vib) the most recent inspection report prepared by Permitted Recipients in a password-protected area of the Indenture Trustee’s internet website at ▇▇▇.▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or such other address as the Indenture Trustee may specify from time to time) or on behalf of a third-party investor information platform or such other address as the Master Servicer Issuer may specify from time to time. Assistance in using the Indenture Trustee’s website can be obtained by calling the Indenture Trustee’s service desk at (▇▇▇) ▇▇▇-▇▇▇▇ or such other telephone number as the Special Servicer, as applicable, and delivered Indenture Trustee may specify from time to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 time. The Indenture Trustee or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’ssuch third-party platform, as the case may be, determination shall require each party accessing such password-protected area to register as a Permitted Recipient, and to make the applicable representations and warranties described below in a written confirmation in the form of Exhibit G hereto (a “Permitted Recipient Certification”) (which, for the avoidance of doubt, may take the form of an electronic submission); provided, however, that any Advance was (orBloomberg, if madeIntex Solutions, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of Inc., the Master Servicer, the Special Back-Up Manager and the Controlling Class Representative (to the extent it is not a holder of a beneficial interest in the Notes) will be permitted access to the password-protected area without completing a Permitted Recipient Certification; provided, further, that if any investor or prospective investor accesses any of the items described above via Bloomberg, Intex Solutions, Inc. or any other third-party investor diligence or service provider, such investor or prospective investor will be deemed to have made each of the representations and certifications included in the Permitted Recipient Certification. The Indenture Trustee and any such third-party platform may disclaim responsibility for any information distributed by it for which the Indenture Trustee or such third-party, as the case may be, was not the original source. Each time a Permitted Recipient accesses such internet website, it will be deemed to have confirmed such representations and warranties as of the date thereof. The Indenture Trustee or any such third-party shall provide the Servicer, the Trust AdvisorControlling Class Representative and the Manager with copies of such Permitted Recipient Certifications, including the identity, contact information, email address and telephone number of the Permitted Recipients, upon request, but shall have no responsibility for any of the information contained therein.
(c) Upon reasonable advance notice and at the expense of any Noteholder, Note Owner, Controlling Class Representative, Person identified to the Indenture Trustee as a prospective transferee of a Note or an interest therein or Rating Agency (a “Requesting Party”), the Custodian or Indenture Trustee, subject to the Trustee succeeding paragraph, shall make available to such Requesting Party at their written request copies of (i) the Base Indenture and appointments of successors thereto);
any Series Supplement; (xiiii) the Cash Management Agreement; (iii) the Servicing Agreement; (iv) the Management Agreement; (v) the Holdco Guaranty; (vi) all Special Notices;
Manager Reports; and (xiiivii) any Third Party Reports (or updates of Third Party Reports) to the extent delivered to the Certificate Administrator;Indenture Trustee, the most recent consolidated financial statements of the Issuer and the Parent; provided that the Requesting Party furnish to the Indenture Trustee a written certification substantially in the form attached hereto as Exhibit C-1, Exhibit C-2 or Exhibit D, as applicable, as to the effect that (x) in the case of a Noteholder, such Person or entity will keep such information confidential (except that any Noteholder may provide any such information obtained by it to any other person or entity that holds or is contemplating the purchase of any Note or interest therein; provided that such other person or entity confirms to such Noteholder in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (y) in the case of a Note Owner, such person or entity is a beneficial owner of Book-Entry Notes and will keep such information confidential (except that such Note Owner may provide such information to any other Person or entity that holds or is contemplating the purchase of any Note or interest therein; provided that such other person or entity confirms to such Note Owner in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); provided that the Indenture Trustee need only make available such items as it has in its possession that are freely deliverable.
(xivd) each The manner in which notices and other communications are conveyed by DTC to DTC Participants, and by DTC Participants to the Note Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. The Servicer and the Indenture Trustee are required to recognize as Noteholders only those persons in whose names the Notes are registered on the books and records of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); andNote Registrar.
(xve) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator Indenture Trustee shall not be liable for providing or disseminating information in accordance with the terms of this AgreementBase Indenture.
Appears in 2 contracts
Sources: Supplemental Indenture (Frontier Communications Parent, Inc.), Base Indenture (Frontier Communications Parent, Inc.)
Access to Certain Information. (a) The Certificate Administrator and the Custodian Trustee shall afford to the Master Servicer, the Special Servicer and the Depositor, and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Trust Mortgage Loans or the other assets of the Trust that are in its possession or within its controlcontrol that may be required to be provided by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) Trustee shall maintain at in its offices (possession and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) available at its offices for review by any Privileged Person (the Depositor, the Rating Agencies, the Non-Trust Mortgage Loan Noteholders and their respective designees, the Controlling Class Representative and, subject to Section 5.7 in the case succeeding paragraph, any Certificateholder, Certificate Owner or Person identified to the Trustee as a prospective Transferee of a Rating Agency) Certificate or an interest therein, originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
items: (i) the Final Prospectus and the Private Placement Memorandum Prospectus, any private placement memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator Trustee by the Depositor or by any Person designated by the Depositor;
; (ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator Trustee since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
; (iii) all Distribution Date Statements and all CREFC® Certificateholder Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement 4.02(a) since the Closing Date;
; (iv) all annual statements of compliance Annual Performance Certifications delivered by the Master Servicer and annual assessments as to compliance delivered the Special Servicer, respectively, to the Certificate Administrator Trustee since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
Date; (v) all annual independent public accountants’ servicing reports Annual Accountants' Reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or and the Special Servicer, as applicablerespectively, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
Trustee since the Closing Date; (viivi) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i), ) and (ii) and (iii) of the first sentence thereof was not satisfied;
; (viiivii) each of the Mortgage FileFiles, including any and all modifications, extensions, waivers and amendments of the terms of the a Trust Mortgage Loans (Loan or the A/B Whole Loans or Non-Trust Mortgage Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20; (ixviii) the annual, quarterly most recent appraisal for each Mortgaged Property and monthly operating statements, if any, collected REO Property that has been delivered to the Trustee (each appraisal obtained hereunder with respect to any Mortgaged Property or REO Property to be delivered to the Trustee by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
promptly following its having been obtained); (xix) any and all Officer’s 's Certificates and other evidence delivered to or by the Certificate Administrator Trustee to support its, the Master Servicer’s's, the Special Servicer’s 's or the Trustee’sFiscal Agent's, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
; (x) any and all information provided to the Trustee pursuant to Section 6.11(a) or Section 6.12(a); (xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or any exception report prepared by the Trustee (and appointments of successors theretopursuant to Section 2.02(b);
; (xii) all Special Notices;
notices of a breach of representation and warranty given by or received by the Trustee with respect to any party hereto; and (xiii) any Third Party Reports (or updates of Third Party Reports) Officer's Certificate delivered to the Certificate Administrator;
(xiv) each of the other documents made available Trustee by the Certificate Administrator under Special Servicer in connection with a Final Recovery Determination pursuant to Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b3.09(h); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator Trustee shall provide, or cause to be provided, provide copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence; however, except in the case of the Rating Agencies, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Trustee to the Trustee's reasonable satisfaction, the Trustee shall request from the Master Servicer copies (at the expense of such Certificateholder or Certificate Owner if the Master Servicer or Special Servicer charges a fee to cover the reasonable cost of making such copies available) of any inspection reports prepared by the Master Servicer or the Special Servicer, copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer and copies of any CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets prepared by the Master Servicer or the Special Servicer; and, upon receipt, the Trustee shall make such items available to the requesting Certificateholder or Certificate Owner. In connection with providing access to or copies of the items described in the preceding paragraph, the Trustee shall require: (i) in the case of Certificateholders and Certificate Owners, a written confirmation executed by the requesting Person substantially in the form of Exhibit L-1 (or in such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person is a Certificateholder or a beneficial holder of Book-Entry Certificates and will keep such information confidential (except that such Certificateholder or Certificate Owner may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (ii) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit L-2 (or in such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential.
(c) The Certificate Administrator Trustee shall not be liable for providing or disseminating information in accordance with the terms of this AgreementSection 8.14(a) or (b).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C3), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C1)
Access to Certain Information. (a) The Certificate Administrator and the Custodian Trustee shall afford to the Master Servicer, the Special Servicer and the Depositor, and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Trust Mortgage Loans or the other assets of the Trust that are in its possession or within its controlcontrol that may be required to be provided by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) Trustee shall maintain at in its offices (possession and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) available at its offices for review by any Privileged Person (the Depositor, the Rating Agencies, the Serviced Non-Trust Mortgage Loan Noteholders and their respective designees, the Controlling Class Representative and, subject to Section 5.7 in the case succeeding paragraph, any Certificateholder, Certificate Owner or Person identified to the Trustee as a prospective Transferee of a Rating Agency) Certificate or an interest therein, originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
items: (i) the Final Prospectus, the Prospectus and the Private Placement Memorandum Supplement, any private placement memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator Trustee by the Depositor or by any Person designated by the Depositor;
; (ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator Trustee since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
; (iii) all Distribution Date Statements and all CREFC® Certificateholder Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement 4.02(a) since the Closing Date;
; (iv) all annual statements Annual Statements of compliance and annual assessments as to compliance Compliance delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
Date; (v) all annual independent public accountants’ servicing reports caused to be Annual Assessment Reports and Annual Attestation Reports delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
Date; (vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i), ) and (ii) and (iii) of the first sentence thereof was not satisfied;
; (viiivii) each of the Mortgage FileFiles, including any and all modifications, extensions, waivers and amendments of the terms of the a Trust Mortgage Loans (Loan or the A/B Whole Loans or Serviced Non-Trust Mortgage Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20; (ixviii) the annual, quarterly most recent appraisal for each Mortgaged Property and monthly operating statements, if any, collected REO Property that has been delivered to the Trustee (each appraisal obtained hereunder with respect to any Mortgaged Property or REO Property to be delivered to the Trustee by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
promptly following its having been obtained); (xix) any and all Officer’s 's Certificates and other evidence delivered to or by the Certificate Administrator Trustee to support its, the Master Servicer’s's, the Special Servicer’s 's or the Trustee’sany Fiscal Agent's, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
; (x) any and all information provided to the Trustee pursuant to Section 6.11(a) or Section 6.12(a); (xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or any exception report prepared by the Trustee (and appointments of successors theretopursuant to Section 2.02(b);
; (xii) all Special Notices;
notices of a breach of representation and warranty given by or received by the Trustee with respect to any party hereto; (xiii) any Third Party Reports (or updates of Third Party Reports) Officer's Certificate delivered to the Certificate Administrator;
Trustee by the Special Servicer in connection with a Final Recovery Determination pursuant to Section 3.09(h); and (xiv) each of any and all reports, statements and other written or electronic information relating to an Outside Serviced Trust Mortgage Loan, the other documents made available related Mortgaged Property and/or the borrower under such related Outside Serviced Trust Mortgage Loan, to the extent such items were received by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any Master Servicer from a related Outside Servicer or other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A applicable party under the Securities Actrelated Outside Servicing Agreement and delivered to the Trustee since the Closing Date. The Certificate Administrator Trustee shall provide, or cause to be provided, provide copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence; however, except in the case of the Rating Agencies, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Trustee to the Trustee's reasonable satisfaction, the Trustee shall request from the Master Servicer copies (at the expense of such Certificateholder or Certificate Owner if the Master Servicer or Special Servicer charges a fee to cover the reasonable cost of making such copies available) of any inspection reports prepared by the Master Servicer or the Special Servicer, copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer and copies of any CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets prepared by the Master Servicer or the Special Servicer; and, upon receipt, the Trustee shall make such items available to the requesting Certificateholder or Certificate Owner. In connection with providing access to or copies of the items described in the preceding paragraph, the Trustee shall require: (i) in the case of Certificateholders and Certificate Owners, a written confirmation executed by the requesting Person substantially in the form of Exhibit L-1 (or in such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person is a Certificateholder or a beneficial holder of Book-Entry Certificates and will keep such information confidential (except that such Certificateholder or Certificate Owner may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (ii) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit L-2 (or in such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential.
(c) The Certificate Administrator Trustee shall not be liable for providing or disseminating information in accordance with the terms of this AgreementSection 8.14(a) or (b).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C1), Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C1)
Access to Certain Information. (a) The Certificate Administrator Administrator, Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Trust Advisor, the Master Servicers, the Special Servicers, the Subordinate Class Representative and the Majority Subordinate Certificateholder and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):in electronic format via electronic mail in accordance with Section 12.06:
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto hereto;
(C) the CREFC® Loan Setup File prepared by the Master Servicers and delivered to the Certificate Administrator;
(ii) the following documents, which shall be made available under a tab or theretoheading designated “SEC filings”:
(A) each report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system (within one Business Day of filing);
(iii) all the following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since 4.02(a);
(B) the Closing DateCREFC® reports (other than the CREFC® Loan Setup File) prepared by, or delivered to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
(C) each Trust Advisor Annual Report;
(iv) all annual statements the following documents, which shall be made available under a tab or heading designated “additional documents”:
(A) summaries of compliance Final Asset Status Reports pursuant to Section 3.24(a);
(B) inspection reports pursuant to Section 3.12(a); and
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(v) the following documents, which shall be made available under a tab or heading designated “special notices”:
(A) notice of final distribution on the Certificates pursuant to Section 9.01;
(B) notice of termination of a Master Servicer and/or a Special Servicer under Section 7.02;
(C) notice of a Servicer Termination Event with respect to a Master Servicer or a Special Servicer pursuant to Section 7.01;
(D) notice of the resignation of any party to this Agreement and annual assessments as notice of the acceptance of appointment to such party, to the extent such notice is prepared or received by the Certificate Administrator pursuant to Section 3.23, Section 3.28(r), Section 5.07(c), Section 6.04, Section 8.06, Section 8.07 or Section 8.11;
(E) Officer’s Certificates supporting the determination that any Advance was (or, if made, would be) a Nonrecoverable Advance pursuant to Section 3.11(h) or Section 4.03(c);
(F) any Special Notice by a Certificateholder that wishes to communicate with others, pursuant to this Agreement;
(G) any assessment of compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectivelySection 11.13;
(vH) all annual independent public accountants’ servicing any attestation reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.1111.13;
(I) any reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of a Special Servicer’s net present value and Appraisal Reduction Amount calculations pursuant to Section 3.28(d) and Section 3.28(e);
(J) any recommendation received by the Certificate Administrator from the Trust Advisor for the termination of a Special Servicer during any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the Certificateholders to terminate a Special Servicer in response to such recommendation, pursuant to Section 6.05(c);
(K) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of a Special Servicer during any period when such Certificateholders are entitled to make such a proposal, and any direction of the requisite percentage of the Certificateholders to terminate such Special Servicer in response to such proposal, pursuant to Section 6.05(b); and
(L) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust Advisor in response to such proposal, pursuant to pursuant to Section 3.28(n);
(vi) the most recent inspection report prepared by Investor Q&A Forum, which shall be made available under a tab or on behalf heading designated “Investor Q&A Forum”, pursuant to Section 8.12(d); and
(vii) the Investor Registry (solely to Certificateholders and Certificate Owners), which shall be made available under a tab or heading designated “Investor Registry”, pursuant to Section 8.12(e). In lieu of the Master Servicer tabs or headings otherwise described above, the Special ServicerCertificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time. The Certificate Administrator shall make available at its offices, as applicableduring normal business hours, and delivered for review by any Privileged Person who certifies to the Certificate Administrator substantially in respect the form of each Mortgaged Property pursuant Exhibit K-1 hereto (other than a Rating Agency or NRSRO), originals or copies of, among other things, the following items (to Section 8.17 the extent such items are in its possession) (except to the extent not permitted by applicable law or Section 9.3 under any of this Agreement;the related Mortgage Loan Documents):
(viiA) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfiedenvironmental issues;
(viiiB) the most recent annual (or more frequent, if available) operating statements, rent rolls or, with respect to Co-op Mortgage Loans, maintenance schedules (to the extent such rent rolls or maintenance schedules have been made available by the related Borrower) and/or lease summaries and retail “sales information,” if any, collected by or on behalf of the applicable Master Servicer or the applicable Special Servicer with respect to each Mortgaged Property;
(C) the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the a Mortgage Loans (Loan or the A/B Whole Loans or Serviced Loan Pairs) Combination entered into or consented to by the applicable Master Servicer or and/or the applicable Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xvD) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A 144A; and
(E) each of the documents made available by the Certificate Administrator via the Certificate Administrator’s Website pursuant to this subsection (b). The Rating Agencies and NRSROs shall be afforded access to the Investor Q&A Forum but shall not be afforded a means to submit questions on the Investor Q&A Forum. The Rating Agencies and NRSROs shall not be afforded access to the Investor Registry. The Depositor, hereby authorizes the Certificate Administrator to make available to Bloomberg Financial Markets, L.P., T▇▇▇▇, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., C▇▇▇.▇▇▇, Inc. or such other vendor chosen by the Depositor, that submits to the Certificate Administrator a certification in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section 8.12(b) to Privileged Persons; provided, that the Certificate Administrator shall not have such authority to the extent such disclosure would violate another provision of this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information).
(c) The Rule 17g-5 Information Provider shall make available to the Rating Agencies and to NRSROs the following items by means of the Rule 17g-5 Information Provider’s Website, provided such items have been delivered to the Rule 17g-5 Information Provider by means of electronic mail in accordance with Section 12.06 (or by such other electronic means as shall be established or approved by the Rule 17g-5 Information Provider or as may be necessary or beneficial, in each case as designated in writing to the Master Servicers, Special Servicers, Certificate Administrator and Trustee) with “WFRBS 2013-C16” included in the subject line of such electronic mail and with a brief identification of such information in the body of such electronic mail:
(A) Asset Status Reports pursuant to Section 3.24;
(B) environmental reports pursuant to Section 3.09(c);
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(D) any assessments of compliance pursuant to Section 11.13;
(E) any attestation reports pursuant to Section 11.13;
(F) any notice relating to a Special Servicer’s determination to take action under this Agreement without receiving Rating Agency Confirmation pursuant to Section 3.27(a);
(G) copies of requests or questions that were submitted by the Securities ActRating Agencies to a Master Servicer, a Special Servicer, the Certificate Administrator or Trustee pursuant to Section 3.27;
(H) any requests for Rating Agency Confirmation delivered to the Rule 17g-5 Information Provider pursuant to Section 3.27;
(I) notice of any resignation of the Trustee or the acceptance of appointment by the successor Trustee or merger or consolidation of the Trustee pursuant to Section 8.07;
(J) notice of any resignation of the Certificate Administrator or the acceptance of appointment by the successor Certificate Administrator or merger or consolidation of the Certificate Administrator pursuant to Section 8.07;
(K) Officer’s Certificates supporting determinations relating to Nonrecoverable Advances and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections on the Mortgage Pool pursuant to Section 3.11(h) and Section 4.03(c);
(L) all notices of the occurrence of a Servicer Termination Event and any notice of the termination of a Master Servicer or a Special Servicer pursuant to Section 7.01 and Section 7.02;
(M) the Trust Advisor Annual Reports prepared by the Trust Advisor pursuant to Section 3.28(a);
(N) certain responses or notices from the parties to this Agreement to information posted on the Certificate Administrator’s Website;
(O) any notice of an amendment of this Agreement to change the procedures related to Rule 17g-5 information pursuant to Section 3.27(h);
(P) any summary of oral communications with the Rating Agencies regarding any of the above written materials or regarding any request for a Rating Agency Confirmation or regarding any of the Mortgage Loan Documents or any matter related to the Certificates, Mortgage Loans, any Serviced Loan Combination, the related Mortgaged Properties, the related Borrowers or any other matters related to this Agreement or the Intercreditor Agreements related to any Serviced Loan Combination, pursuant to Section 3.27(g);
(Q) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement; and
(R) the Rating Agency Q&A Forum and Servicer Document Request Tool under Section 8.12(g).
(d) The Certificate Administrator shall make a question-and-answer forum (the “Investor Q&A Forum”) available to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders and Certificate Owners may submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, or to the applicable Master Servicer or the applicable Special Servicer relating to servicing reports prepared by that party, the Serviced Mortgage Loans, Serviced Loan Combinations or the related Mortgaged Properties, and where Privileged Persons may view previously submitted inquiries and related answers. The Certificate Administrator will forward such inquiries to the appropriate person. The Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that (i) answering the inquiry would not be in the best interests of the Trust and/or the Certificateholders, (ii) answering the inquiry would be in violation of applicable law or the Mortgage Loan Documents, (iii) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable, or (iv) answering the inquiry is otherwise not advisable to answer, in which case the Certificate Administrator shall not post such inquiry on the Investor Q&A Forum. The Certificate Administrator shall providepost the inquiries and related answers on the Investor Q&A Forum, subject to the immediately preceding sentence and subject to and in accordance with this Agreement; provided, that posting the inquiries and related answers on the Investor Q&A Forum shall not require a separate delivery of such inquiries and answers to the Rule 17g-5 Information Provider. In addition, no party will post or cause otherwise disclose direct communications with the Subordinate Class Representative as part of its response to any inquiries. The Investor Q&A Forum may not reflect questions, answers, and other communications which are not submitted through the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be providedanswers from any other person, copies of any including the Depositor and all the Underwriters. None of the foregoing items upon reasonable written request Underwriters, Depositor, any of their respective Affiliates or any other Person will certify as to the accuracy of any of the parties set forth information posted in the previous sentenceInvestor Q&A Forum, and no Person other than the respondent will have any responsibility or liability for the content of any such information.
(e) The Certificate Administrator shall make the “Investor Registry” available to any Certificateholder and beneficial owner via the Certificate Administrator’s Website. Certificateholders and Certificate Owners may register on a voluntary basis for the Investor Registry and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with the requirements provided for in the other provisions of this Agreement.
(f) The Certificate Administrator’s Website shall initially be located at w▇▇.▇▇▇▇▇▇▇.▇▇▇. Access shall be provided by the Certificate Administrator to Privileged Persons. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for providing or disseminating the dissemination of information in accordance with the terms of this Agreement.. The Certificate Administrator shall make no representations or warranties as to the accuracy or completeness of such documents and shall assume no responsibility for them. The Certificate Administrator shall not be deemed to have knowledge of any information posted on its website solely by virtue of such posting. In addition, the Certificate Administrator may disclaim responsibility for any information f
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16)
Access to Certain Information. (a) The Certificate Administrator and the Custodian Trustee shall afford to the Master Servicer, the Special Servicer and the Depositor, and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner or Serviced Non-Trust Mortgage Loan Noteholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Trust Mortgage Loans or (or, in the other assets case of a Serviced Non-Trust Mortgage Loan Noteholder, the related Serviced Non-Trust that are in its possession or Mortgage Loan) within its controlcontrol that may be required to be provided by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) Trustee shall maintain at in its offices (possession and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) available at its offices for review by any Privileged Person (the Depositor, the Rating Agencies, the Serviced Non-Trust Mortgage Loan Noteholders and their respective designees, the Controlling Class Representative and, subject to Section 5.7 in the case succeeding paragraph, any Certificateholder, Certificate Owner or Person identified to the Trustee as a prospective Transferee of a Rating Agency) Certificate or an interest therein, originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
items: (i) the Final Prospectus, the Prospectus and the Private Placement Memorandum Supplement, any private placement memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator Trustee by the Depositor or by any Person designated by the Depositor;
; (ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator Trustee since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
; (iii) all Distribution Date Statements and all CREFC® Certificateholder Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement 4.02(a) since the Closing Date;
; (iv) all annual statements Annual Statements of compliance and annual assessments as to compliance Compliance delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
Date; (v) all annual independent public accountants’ servicing reports caused to be Annual Assessment Reports and Annual Attestation Reports delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
Date; (vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i), ) and (ii) and (iii) of the first sentence thereof was not satisfied;
; (viiivii) each of the Mortgage FileFiles, including any and all modifications, extensions, waivers and amendments of the terms of the a Trust Mortgage Loans (Loan or the A/B Whole Loans or Serviced Non-Trust Mortgage Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20; (ixviii) the annual, quarterly most recent appraisal for each Mortgaged Property and monthly operating statements, if any, collected REO Property that has been delivered to the Trustee (each appraisal obtained hereunder with respect to any Mortgaged Property or REO Property to be delivered to the Trustee by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
promptly following its having been obtained); (xix) any and all Officer’s 's Certificates and other evidence delivered to or by the Certificate Administrator Trustee to support its, the Master Servicer’s's, the Special Servicer’s 's or the Trustee’sany Fiscal Agent's, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
; (x) any and all information provided to the Trustee pursuant to Section 3.27(a) or Section 6.11(a); (xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or any exception report prepared by the Trustee (and appointments of successors theretopursuant to Section 2.02(b);
; (xii) all Special Notices;
notices of a breach of representation and warranty given by or received by the Trustee with respect to any party hereto; (xiii) any Third Party Reports (or updates of Third Party Reports) Officer's Certificate delivered to the Certificate Administrator;
Trustee by the Special Servicer in connection with a Final Recovery Determination pursuant to Section 3.09(h); and (xiv) each of any and all reports, statements and other written or electronic information relating to an Outside Serviced Trust Mortgage Loan, the other documents made available related Mortgaged Property and/or the borrower under such Outside Serviced Trust Mortgage Loan, to the extent such items were received by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any Master Servicer from a related Outside Servicer or other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A applicable party under the Securities Actrelated Outside Servicing Agreement and delivered to the Trustee since the Closing Date. The Certificate Administrator Trustee shall provide, or cause to be provided, provide copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence; however, except in the case of the Rating Agencies, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Trustee to the Trustee's reasonable satisfaction, the Trustee shall request from the Master Servicer copies (at the expense of such Certificateholder or Certificate Owner if the Master Servicer or Special Servicer charges a fee to cover the reasonable cost of making such copies available) of any inspection reports prepared by the Master Servicer or the Special Servicer, copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer and copies of any CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets prepared by the Master Servicer or the Special Servicer; and, upon receipt, the Trustee shall make such items available to the requesting Certificateholder or Certificate Owner. In connection with providing access to or copies of the items described in the preceding paragraph, the Trustee shall require: (i) in the case of Certificateholders and Certificate Owners, a written confirmation executed by the requesting Person substantially in the form of Exhibit L-1 (or in such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person
is a Certificateholder or a beneficial holder of Book-Entry Certificates and will keep such information confidential (except that such Certificateholder or Certificate Owner may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (ii) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit L-2 (or in such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential.
(c) The Certificate Administrator Trustee shall not be liable for providing or disseminating information in accordance with the terms of this AgreementSection 8.14(a) or (b).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C7), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2008-C1)
Access to Certain Information. (a) The On or prior to the date of the first sale of any Non-Registered Certificate Administrator to an Independent third party, the Depositor shall provide to the Paying Agent and the Custodian shall afford Trustee three copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate relates. In addition, if any Privileged Person access to such private placement memorandum or disclosure document is revised, amended or supplemented at any documentation (other than Privileged Information identified as such time following the delivery thereof to the Certificate Administrator upon delivery thereto) regarding Trustee and the Mortgage Loans or Paying Agent, the other assets Depositor promptly shall inform the Trustee of such event and shall deliver to the Paying Agent and the Trustee a copy of the Trust that are in its possession private placement memorandum or within its controldisclosure document, as revised, amended or supplemented. Such access shall be afforded without charge but only upon reasonable prior written request The Paying Agent (or with respect to items (ii)(h) and during normal business hours at the offices of the Certificate Administrator or the Custodian.
(b) The Certificate Administrator (or, in the case of item (viiij) below, the CustodianTrustee) shall maintain at its offices (andprimarily responsible for administering the Trust Fund and shall, upon reasonable prior written request and advance notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by any Privileged Holder of a Certificate, the Depositor, each Master Servicer, the Special Servicer, any Rating Agency or any other Person to whom the Paying Agent (subject to Section 5.7 or the Trustee, if applicable) believes such disclosure is appropriate, originals or copies of the following items: (i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Paying Agent and (ii) in all cases, including the related Companion Holder with respect to any Serviced Whole Loan (a) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders entered into pursuant to Section 5.4 12.01, (b) all statements required to be delivered to Certificateholders of this Agreement the relevant Class pursuant to Section 4.02 since the Closing Date;
, (ivc) all annual statements of compliance and annual assessments as to compliance Officer's Certificates delivered to the Certificate Administrator since Paying Agent and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
11.09, (vid) all accountants' reports delivered to the most recent Trustee and the Paying Agent since the Closing Date pursuant to Section 11.11, (e) any inspection report prepared by or on behalf of the any Master Servicer, Sub-Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator Trustee and the Paying Agent and the applicable Master Servicer in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
3.12(a), (viif) any as to each Mortgage Loan and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as Companion Loan pursuant to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none related Mortgagor is required to deliver such items or the Special Servicer has otherwise acquired such items, the most recent annual operating statement and rent roll of the conditions set forth in clauses (i), (ii) related Mortgaged Property and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments financial statements of the terms related Mortgagor and any other reports of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to Mortgagor collected by the applicable Master Servicer, Sub-Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged PropertyPaying Agent pursuant to Section 3.12(c), together with the other information specified in accompanying written reports to be prepared by the Special Servicer and delivered to the Paying Agent pursuant to Section 8.14 of this Agreement;
3.12(b), (xg) any and all Officer’s Certificates notices, reports and other evidence Environmental Assessments delivered to the Certificate Administrator Paying Agent with respect to support any Mortgaged Property securing a Defaulted Mortgage Loan and Companion Loan as to which the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available environmental testing contemplated by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.3.09
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9)
Access to Certain Information. (a) The Certificate Administrator Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Master Servicer, the Special Servicer, the Subordinate Class Representative and the Majority Subordinate Certificateholder and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified in electronic format via electronic mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or such other email address as such to the Certificate Administrator upon delivery theretomay designate in writing to the Trustee, Master Servicer and Special Servicer):
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto hereto;
(ii) the following documents, which shall be made available under a tab or theretoheading designated “SEC filings”:
(A) any reports on Forms 10-D, 10-K and 8K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system (within one Business Day of filing);
(iii) all the following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since 4.02(a);
(B) the Closing DateCREFC reports prepared by, or delivered to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
(C) each Trust Advisor Annual Report;
(iv) all annual statements the following documents, which shall be made available under a tab or heading designated “additional documents”:
(A) summaries of compliance Final Asset Status Reports pursuant to Section 3.24(a);
(B) inspection reports pursuant to Section 3.12(a); and
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(v) the following documents, which shall be made available under a tab or heading designated “special notices”:
(A) notice of final distribution on the Certificates pursuant to Section 9.01;
(B) notice of termination of the Master Servicer and/or the Special Servicer under Section 7.02;
(C) notice of an Event of Default with respect to the Master Servicer or the Special Servicer pursuant to Section 7.01;
(D) notice of the resignation of any party to this Agreement and annual assessments as notice of the acceptance of appointment to such party, to the extent such notice is prepared or received by the Certificate Administrator pursuant to Section 3.23, Section 3.28(r), Section 5.07(c), Section 6.04, Section 8.06, Section 8.07 or Section 8.11;
(E) Officer’s Certificates supporting the determination that any Advance was (or, if made, would be) a Nonrecoverable Advance pursuant to Section 3.11(h) or Section 4.03(c);
(F) any Special Notice by a Certificateholder that wishes to communicate with others, pursuant to this Agreement;
(G) any assessment of compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectivelySection 11.12;
(vH) all annual independent public accountants’ servicing any attestation reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.1111.12;
(I) any reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of the Special Servicer’s net present value and Appraisal Reduction Amount calculations pursuant to Section 3.28(d) and Section 3.28(e);
(J) any recommendation received by the Certificate Administrator from the Trust Advisor for the termination of the Special Servicer during any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such recommendation, pursuant to Section 6.05(c);
(K) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Special Servicer during any period when such Certificateholders are entitled to make such a proposal, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such proposal, pursuant to Section 6.05(b); and
(L) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust Advisor in response to such proposal, pursuant to pursuant to Section 3.28(n);
(vi) the most recent inspection report prepared by Investor Q&A Forum, which shall be made available under a tab or on behalf heading designated “Investor Q&A Forum”, pursuant to Section 8.12(d); and
(vii) the Investor Registry (solely to Certificateholders and Certificate Owners), which shall be made available under a tab or heading designated “Investor Registry”, pursuant to Section 8.12(e). In lieu of the Master Servicer tabs or headings otherwise described above, the Special ServicerCertificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time. The Certificate Administrator shall make available at its offices, as applicableduring normal business hours, and delivered for review by any Privileged Person who certifies to the Certificate Administrator substantially in respect the form of each Mortgaged Property pursuant Exhibit K-1 hereto (other than a Rating Agency or NRSRO), originals or copies of, among other things, the following items (to Section 8.17 the extent such items are in its possession) (except to the extent not permitted by applicable law or Section 9.3 under any of this Agreement;the related Mortgage Loan Documents):
(viiA) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfiedenvironmental issues;
(viiiB) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans most recent annual (or the A/B Whole Loans or Loan Pairsmore frequent, if available) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, rent rolls (to the extent such rent rolls have been made available by the related Borrower) and/or lease summaries and retail “sales information,” if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered Servicer with respect to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xC) the Mortgage Files, including any and all Officer’s Certificates modifications, waivers and other evidence delivered to amendments of the Certificate Administrator to support terms of a Mortgage Loan entered into or consented by the Master Servicer’s, Servicer and/or the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (Servicer and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xvD) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act; and
(E) each of the documents made available by the Certificate Administrator via the Certificate Administrator’s Website pursuant to this subsection (b). The Rating Agencies and NRSROs shall be afforded access to the Investor Q&A Forum but shall not be afforded a means to submit questions on the Investor Q&A Forum. The Rating Agencies and NRSROs shall not be afforded access to the Investor Registry. The Depositor, hereby authorizes the Certificate Administrator to make available to Bloomberg Financial Markets, L.P., ▇▇▇▇▇, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc. or such other vendor chosen by the Depositor, that submits to the Certificate Administrator a certification in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC reports and supplemental notices delivered or made available pursuant to this Section 8.12(b) to Privileged Persons; provided, however, that the Certificate Administrator shall not have such authority to the extent such disclosure would violate another provision of this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information).
(c) The Rule 17g-5 Information Provider shall make available to the Rating Agencies and to NRSROs the following items by means of the Rule 17g-5 Information Provider’s Website, provided such items have been delivered to the Rule 17g-5 Information Provider by means of electronic mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or by such other electronic means or to such other email address as shall be established or approved by the Rule 17g-5 Information Provider or as may be necessary or beneficial, in each case as designated in writing to the Master Servicer, Special Servicer, Certificate Administrator and Trustee) with “WFRBS 2011-C5” included in the subject line of such electronic mail and with a brief identification of such information in the body of such electronic mail:
(A) Asset Status Reports pursuant to Section 3.24;
(B) environmental reports pursuant to Section 3.09(c);
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(D) any assessments of compliance pursuant to Section 11.12;
(E) any attestation reports pursuant to Section 11.12;
(F) any notice relating to the Special Servicer’s determination to take action under this Agreement without receiving Rating Agency Confirmation pursuant to Section 3.27(a);
(G) copies of requests or questions that were submitted by the Rating Agencies to the Master Servicer, the Special Servicer, the Certificate Administrator or Trustee pursuant to Section 3.27;
(H) any requests for Rating Agency Confirmation delivered to the Rule 17g-5 Information Provider pursuant to Section 3.27;
(I) notice of any resignation of the Trustee or the acceptance of appointment by the successor Trustee or merger or consolidation of the Trustee pursuant to Section 8.07;
(J) notice of any resignation of the Certificate Administrator or the acceptance of appointment by the successor Certificate Administrator or merger or consolidation of the Certificate Administrator pursuant to Section 8.07;
(K) Officer’s Certificates supporting determinations relating to Nonrecoverable Advances and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections on the Mortgage Pool pursuant to Section 3.11(h) and Section 4.03(c);
(L) all notices of the occurrence of an Event of Default and any notice of the termination of the Master Servicer or the Special Servicer pursuant to Section 7.01 and Section 7.02;
(M) the Trust Advisor Annual Reports prepared by the Trust Advisor pursuant to Section 3.28(a);
(N) certain responses or notices from the parties to this Agreement to information posted on the Certificate Administrator’s Website;
(O) any notice of an amendment of this Agreement to change the procedures related to Rule 17g-5 information pursuant to Section 3.27(h);
(P) any summary of oral communications with the Rating Agencies regarding any of the above written materials or regarding any request for a Rating Agency Confirmation or regarding any of the mortgage loan documents or any matter related to the Certificates, Mortgage Loans, the related Mortgaged Properties, the related Borrowers or any other matters related to this Agreement pursuant to Section 3.27(g);
(Q) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement; and
(R) the Rating Agency Q&A Forum and Servicer Document Request Tool under Section 8.12(g).
(d) The Certificate Administrator shall make a question-and-answer forum (the “Investor Q&A Forum”) available to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders, Certificate Owners and prospective purchasers of Certificates may submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, or to the Master Servicer or the Special Servicer relating to servicing reports prepared by that party, the Mortgage Loans, or the Mortgaged Properties, and where Privileged Persons may view previously submitted inquiries and related answers. The Certificate Administrator will forward such inquiries to the appropriate person. The Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that answering the inquiry would not be in the best interests of the Trust and/or the Certificateholders, would be in violation of applicable law or the Mortgage Loan Documents, would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, or is otherwise not advisable to answer, in which case the Certificate Administrator shall not post such inquiry on the Investor Q&A Forum. The Certificate Administrator shall providepost the inquiries and related answers on the Investor Q&A Forum, subject to the immediately preceding sentence and subject to and in accordance with this Agreement; provided, however, that posting the inquiries and related answers on the Investor Q&A Forum shall not require a separate delivery of such inquiries and answers to the Rule 17g-5 Information Provider. In addition, no party will post or cause otherwise disclose direct communications with the Subordinate Class Representative as part of its response to any inquiries. The Investor Q&A Forum may not reflect questions, answers, and other communications which are not submitted through the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be providedanswers from any other person, copies of any including the Depositor and all the Underwriters. None of the foregoing items upon reasonable written request Underwriters, Depositor, any of their respective Affiliates or any other Person will certify as to the accuracy of any of the parties set forth information posted in the previous sentenceInvestor Q&A Forum, and no Person other than the respondent will have any responsibility or liability for the content of any such information.
(e) The Certificate Administrator shall make the “Investor Registry” available to any Certificateholder and beneficial owner via the Certificate Administrator’s Website. Certificateholders and Certificate Owners may register on a voluntary basis for the Investor Registry and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with the requirements provided for in the other provisions of this Agreement.
(f) The Certificate Administrator’s Website shall initially be located at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. Access shall be provided by the Certificate Administrator to Privileged Persons. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for providing or disseminating the dissemination of information in accordance with the terms of this Agreement. The Certificate Administrator shall make no representations or warranties as to the accuracy or completeness of such documents and shall assume no responsibility for them. The Certificate Administrator shall not be deemed to have knowledge of any information posted on its website solely by virtue of such posting. In addition, the Certificate Administrator may disclaim responsibility for any information for which it is not the original source. The Certificate Administrator shall provide Privileged Persons with assistance in using the Certificate Administrator’s Website if they call the Certificate Administrator’s customer service desk, initially available at (▇▇▇) ▇▇▇-▇▇▇▇.
(g) The Rule 17g-5 Information Provider shall make available, only to Rating Agencies and NRSROs, a rating agency question-and-answer forum and document request tool (the “Ra
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2011-C5), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2011-C5)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the Controlling Class Representative) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery theretoin electronic format):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus Supplement;
(ii) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports CREFC reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.08 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.09 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan PairsLoan) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian Operating Advisor or the Trustee (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)electronic format; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2011-Gc5), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2011-Gc5)
Access to Certain Information. (a) The Certificate Administrator and the Custodian Trustee shall afford to the Master Servicer, the Special Servicer and the Depositor, and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust that are in its possession or within its controlcontrol that may be required to be provided by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) Trustee shall maintain at in its offices (possession and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) available at its offices for review by any Privileged Person (the Depositor, the Rating Agencies, the Companion Loan Noteholders and their designees, the Controlling Class Representative and, subject to Section 5.7 in the case succeeding paragraph, any Certificateholder, Certificate Owner or Person identified to the Trustee as a prospective Transferee of a Rating Agency) Certificate or an interest therein, originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
items: (i) the Final Prospectus and the Private Placement Memorandum Prospectus, any private placement memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator Trustee by the Depositor or by any Person designated by the Depositor;
; (ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator Trustee since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
Date; (iii) all Distribution Date Statements and all CREFC® Certificateholder Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement 4.02
(a) since the Closing Date;
; (iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
11.09 and Section 11.10; (viv) the most recent inspection report prepared annual independent public accountants' servicing reports caused to be delivered by or on behalf of the Master Servicer or and the Special Servicer, as applicablerespectively, and delivered to the Certificate Administrator in respect of each Mortgaged Property Trustee since the Closing Date pursuant to Section 8.17 or Section 9.3 of this Agreement;
11.11; (viivi) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i), ) and (ii) and (iii) of the first sentence thereof was not satisfied;
; (viiivii) each of the Mortgage FileFiles, including any and all modifications, extensions, waivers and amendments of the terms of the a Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.21; (ixviii) the annual, quarterly most recent appraisal for each Mortgaged Property and monthly operating statements, if any, collected REO Property that has been delivered to the Trustee (each appraisal obtained hereunder with respect to any Mortgaged Property or REO Property to be delivered to the Trustee by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
promptly following its having been obtained); (xix) any and all Officer’s 's Certificates and other evidence delivered to or by the Certificate Administrator Trustee to support its, the Master Servicer’s, 's or the Special Servicer’s or the Trustee’s's, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
; (x) any and all information provided to the Trustee pursuant to Section 6.11(a); (xi) notice the Schedule of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or Exceptions to Mortgage File Delivery prepared by the Trustee (pursuant to Section 2.02(a) and appointments of successors theretoany exception report prepared by the Trustee pursuant to Section 2.02(b);
; (xii) all Special Notices;
notices of a breach of representation and warranty given by or received by the Trustee with respect to any party hereto; (xiii) any Third Party Reports (or updates of Third Party Reports) Officer's Certificate delivered to the Certificate Administrator;
(xiv) each of the other documents made available Trustee by the Certificate Administrator under Special Servicer in connection with a Final Recovery Determination pursuant to Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b3.09(h); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator Trustee shall provide, or cause to be provided, provide copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence; however, except in the case of the Rating Agencies, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Trustee to the Trustee's reasonable satisfaction, the Trustee shall request from the Master Servicer copies (at the expense of such Certificateholder or Certificate Owner if the Master Servicer or Special Servicer charges a fee to cover the reasonable cost of making such copies available) of any inspection reports prepared by the Master Servicer or the Special Servicer, copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; and, upon receipt, the Trustee shall make such items available to the requesting Certificateholder or Certificate Owner.
(c) The Certificate Administrator Trustee shall not be liable for providing or disseminating information in accordance with the terms of this AgreementSection 8.14(a) or (b).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2), Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C3)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person and to the Office of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Loan or the other assets of the Trust Fund that are in its possession or within its controlcontrol (or, upon request, make copies thereof available to any Privileged Person at the reasonable cost and expense of such Privileged Person). Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianAdministrator.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make availableavailable to Privileged Persons, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in via the case of a Rating Agency) originals and/or copies (in paper or electronic form) of Certificate Administrator’s Website, the following items (provided that with respect to items not prepared by the Certificate Administrator, the Certificate Administrator shall make such items available only to the extent it has received such items were prepared by in a readable, uploadable and unlocked electronic format (including, HTML, Word, Excel or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery theretosearchable PDF)):
(i) The following “deal documents”:
(A) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorOffering Circular;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and
(C) the CREFC® Loan Setup File delivered by the Servicer to the Certificate Administrator;
(ii) The following “periodic reports”:
(A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(a); and
(B) all CREFC® Reports prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a) (other than the CREFC® Loan Setup File and CREFC® Special Servicer Loan File);
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;The following “additional documents”:
(ivA) all annual statements summaries of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and Final Asset Status Reports delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement3.10;
(ixB) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and all inspection reports delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in pursuant to Section 8.14 of this Agreement3.22;
(xC) all Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);
(D) the CREFC® Appraisal Reduction Template; and
(E) any notice or documents provided to the Certificate Administrator by the Servicer, the Special Servicer or the Depositor directing the Certificate Administrator to post to the “additional documents” tab;
(iv) The following “special notices”:
(A) any notice of final payment on the Certificates and the RR Interest delivered to the Certificate Administrator pursuant to Section 4.1(e);
(B) any notice of termination of the Servicer or the Special Servicer received by the Certificate Administrator pursuant to Section 7.1(c);
(C) any notice of a Servicer Termination Event or Special Servicer Termination Event received by the Certificate Administrator pursuant to Section 7.1(b);
(D) any request by the requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section 7.1(g);
(E) any notice of resignation of the Trustee, Custodian or Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee, successor Custodian or successor Certificate Administrator pursuant to Section 8.7, as applicable;
(F) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special ServicerBackup Advancing Agent’s or the TrusteeServicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors theretopursuant to Section 3.23(f);
(xiiG) all Special Noticesany notice that a Subordinate Control Period has ended or has been reinstated or that a Subordinate Consultation Period has occurred or is terminated;
(xiiiH) any Third Party Reports Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;
(or updates I) any Assessment of Third Party Reports) Compliance delivered to the Certificate Administrator;
(xivJ) each any Attestation Reports delivered to the Certificate Administrator;
(K) any amendment to this Agreement pursuant to Section 12.1(g);
(L) any amendment to the Intercreditor Agreement;
(M) any notice of prepayment from any Borrower that has been delivered to the other Certificate Administrator; and
(N) any notices or documents made available by provided to the Certificate Administrator under by the Depositor or the Servicer directing the Certificate Administrator to post to the “special notices” tab;
(v) the “Investor Q&A Forum” pursuant to Section 5.4(a4.5(a);
(vi) solely to Certificateholders, Beneficial Owners of Certificates and RR Interest Owners, the “Investor Registry” pursuant to Section 4.5(b); and
(vii) the “U.S. Risk Retention Special Notices” tab relating to any notices as to ongoing compliance by the Retaining Parties with the retention and hedging covenants in any agreement between the Retaining Parties and the Retaining Sponsor in respect of compliance with credit risk retention regulations. The Certificate Administrator shall, in addition to posting any applicable notices on the “U.S. Risk Retention Special Notices” tab as described in this clause (vii), provide email notification to any Privileged Person (other than the financial market information providers specified in Section 3.21(b)) that has registered to receive access to the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in that a notice has been posted to the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act“U.S. Risk Retention Special Notices” tab. The Certificate Administrator shall provideIn connection with providing, or cause causing to be provided, access to or copies of the items described in the preceding paragraph pursuant to this Section 8.14(b), the Certificate Administrator shall require: (a) in the case of Certificateholders and RR Interest Owners, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates or an RR Interest Owner and will keep such information confidential (except that such Certificateholder or RR Interest Owner may provide such information to its auditors, legal counsel and regulators and to any and all of other Person that holds or is contemplating the foregoing items upon reasonable written request purchase of any of Certificate, the parties set forth RR Interest or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (b) in the previous sentencecase of a prospective purchaser of a Certificate, the RR Interest or an interest therein or a licensed or registered investment advisor acting on behalf of such purchaser, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate, the RR Interest or an interest therein and is requesting the information for use in evaluating a possible investment in Certificates or the RR Interest and will otherwise keep such information confidential. The Except as otherwise provided in this Agreement and subject to Section 6.3(a), the Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement. The Certificate Administrator shall not be responsible or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 8.14(b) unless such information was produced by the Certificate Administrator. The Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information solely by virtue of its receipt and posting of such information to the Certificate Administrator’s Website, unless the Certificate Administrator is the original source of such information. The obligations of the Certificate Administrator to provide access to those certain documents, information and other items described in this Section 8.14 shall extend only to those such documents, information and other items actually in possession of the Certificate Administrator. The Certificate Administrator may deny any of the foregoing Privileged Persons access to confidential information with respect to which the Certificate Administrator is restricted from disclosing by applicable law.
(c) The Servicer and the Special Servicer, in accordance with such reasonable rules and procedures as it may adopt, may also make available through its website or otherwise, any CREFC® Reports and any additional information relating to the Mortgage Loan, the Companion Loans, the Property or any Borrower, for review by any Privileged Person, and subject to Section 12.17 and Section 12.18, the Rating Agencies, in each case except to the extent doing so is prohibited by this Agreement, the Intercreditor Agreement, applicable law or by the Loan Documents. Each of the Servicer and Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor and the Certificate Administrator, enter into an Investor Certification or other confidentiality agreement acceptable to the Servicer or Special Servicer, as the case may be, and (B) acknowledge that the Servicer or the Special Servicer may contemporaneously provide such information to any other Privileged Person. In addition, to the extent access to such information is provided via the Servicer’s or the Special Servicer’s website, the Servicer and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information. In connection with providing access to or copies of the items described in this Section 8.14(c) to current and prospective Certificateholders and RR Interest Owners the form of confidentiality agreement used by the Servicer or the Special Servicer, as applicable, shall require: (a) in the case of a Certificateholder, RR Interest Owner or a licensed or registered investment advisor acting on behalf of such Certificateholder or RR Interest Owner, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates or RR Interest Owner and will keep such information confidential (except that such Certificateholder or RR Interest Owner may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate, the RR Interest or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (b) in the case of a prospective purchaser of Certificates, the RR Interest or interests therein or a licensed or registered investment advisor acting on behalf of such prospective purchaser, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate, the RR Interest or an interest therein and is requesting the information for use in evaluating a possible investment in Certificates or the RR Interest and will otherwise keep such information confidential. Except as otherwise provided in this Agreement and subject to Section 6.3(a), none of the Trustee, the Servicer or the Special Servicer shall be liable for the dissemination of information in accordance with this Agreement. None of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer shall be responsible or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 8.14(c) unless such information was produced by the Trustee, Certificate Administrator, Servicer or Special Servicer, as applicable.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Benchmark 2025-V17 Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2025-5c37)
Access to Certain Information. (a) The Certificate Administrator Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Master Servicer, the Special Servicer, the Subordinate Class Representative and the Majority Subordinate Certificateholder and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):in electronic format via electronic mail in accordance with Section 12.06:
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or theretohereto;
(iiiii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise the following documents, which shall be made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;under a tab or heading designated “SEC filings”:
(ivA) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10each report on Form 10-D, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared Form 10-K or Form 8-K that has been filed by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, through the Custodian or the Trustee E▇▇▇▇ system (and appointments within one Business Day of successors theretofiling);
(xiiiii) all Special Noticesthe following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements pursuant to Section 4.02(a);
(xiiiB) any Third Party Reports (the CREFC reports prepared by, or updates of Third Party Reports) delivered to to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
(xivC) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.Trust Advisor Annual Report;
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (which for this purpose excludes a Privileged Person who provides the Certificate Administrator with an Investor Certification substantially in the form of Exhibit J-2) and to the Office of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder or any Companion Loan Holder (or any registered holder or beneficial holder of Companion Loan Securities), access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Whole Loan or the other assets of the Trust Fund that are in its possession or within its controlcontrol including, without limitation:
(i) the Whole Loan files, including any and all modifications, waivers and amendments to the terms of the Whole Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator;
(ii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or Special Servicer, as applicable, and delivered to the Certificate Administrator for the Property, and
(iii) all notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing revealed any failure of the Property to comply with any applicable law, including any environmental law, or which revealed an environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or remediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator. The Certificate Administrator will provide copies of the items described in this Section 8.14(a) above upon reasonable written request of the Privileged Persons. The Certificate Administrator may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator, to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting the Custodianinformation solely for use in evaluating its investment in the Certificates and will otherwise keep the information confidential. Certificateholders, by the acceptance of their Certificates, will be deemed to have agreed to keep this information confidential.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make availableavailable to Privileged Persons, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in via the case of a Rating Agency) originals and/or copies (in paper or electronic form) of Certificate Administrator’s Website, the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such in electronic format to the Certificate Administrator upon delivery thereto▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇):
(i) The following “deal documents”:
(A) the Final Prospectus and the Private Placement Memorandum Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto; and
(C) the CREFC® Loan Setup File delivered to the Certificate Administrator by the Servicer;
(ii) The following “periodic reports”:
(A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(a); and
(B) all CREFC® Reports prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a) other than the CREFC® Loan Setup File;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;The following “additional documents”:
(ivA) all annual statements summaries of compliance Asset Status Reports and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and Final Asset Status Reports delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement3.10;
(ixB) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and all inspection reports delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in pursuant to Section 8.14 of this Agreement3.22;
(xC) all Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);
(D) operating statements and rent rolls; and
(E) any CREFC® Appraisal Reduction Template;
(iv) The following “special notices”:
(A) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);
(B) any notice of a Servicer Termination Event or Special Servicer Termination Event delivered to the Certificate Administrator pursuant to Section 7.1(b);
(C) any notice of resignation of the Trustee and any notice of the acceptance of appointment by the successor Trustee or successor Trustee delivered to the Certificate Administrator pursuant to Section 8.7;
(D) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s its or the TrusteeServicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to Section 3.23(f);
(xiE) any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;
(F) any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;
(G) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.20;
(H) any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c);
(I) any request by the Certificateholders representing at least 25% of the Voting Rights of all the then-outstanding Sequential Pay Certificates to terminate the Special Servicer pursuant to Section 7.1(e); and
(J) any notice of resignation of the Master Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;
(K) any notice of the occurrence of the Condominium Conversion contemplated in the Loan Agreement received by the Certificate Administrator from the Servicer pursuant to Section 3.18(e);
(L) whether a Subordinate Control Period or Subordinate Consultation Period is in effect; and
(M) any notice or documents provided to the Certificate Administrator by the Depositor or the Servicer directing the Certificate Administrator to post such notice or document to the “Special Notices” tab;
(v) the “Investor Q&A Forum” pursuant to Section 4.5(a);
(vi) solely to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.5(b); and
(vii) the “Risk Retention Special Notices” tab. The Certificate Administrator shall, in addition to posting the applicable notices on the “Risk Retention Special Notices” tab described above, provide email notification to any Privileged Person (other than financial market publishers) that has registered to receive access to the Certificate Administrator’s Website that a notice has been posted to the “Risk Retention Special Notices” tab. The Servicer, the Special Servicer, the Trust AdvisorCertificate Administrator and the Trustee may each rely on (i) an investor certification in the form of Exhibit J-1 hereto from the Directing Holder or a Controlling Class Certificateholder or the Risk Retention Consultation Party to the effect that such Person is not a Borrower Related Party and (ii) an investor certification in the form of Exhibit J-2 hereto from the Directing Holder or a Controlling Class Certificateholder or the Risk Retention Consultation Party to the effect that such Person is a Borrower Related Party. In the event the Directing Holder or a Controlling Class Certificateholder or the Risk Retention Consultation Party becomes a Borrower Related Party, such party shall promptly notify each of the Servicer, the Custodian or Special Servicer, the Certificate Administrator and the Trustee (in writing substantially in the form of Exhibit J-2 that such party is a Borrower Related Party and appointments of successors thereto);
(xii) all Special Notices;
(xiii) thereafter shall not be entitled to any Third Party Reports (or updates of Third Party Reports) delivered to information made available on the Certificate Administrator;
(xiv) each ’s Website other than the Distribution Date Statement. None of the other documents Servicer, the Special Servicer or the Certificate Administrator shall be liable for any communication to the Directing Holder or Controlling Class Certificateholder or the Risk Retention Consultation Party or disclosure of information if the Servicer, the Special Servicer or the Certificate Administrator, as applicable, did not receive prior written notice that the Directing Holder or a Controlling Class Certificateholder or the Risk Retention Consultation Party is a Borrower Related Party. Each of the Servicer, the Special Servicer and the Certificate Administrator shall be entitled to conclusively rely on any certification delivered by the Directing Holder or a Controlling Class Certificateholder or the Risk Retention Consultation Party, as applicable, substantially in the form of Exhibit J-1 that such Person is not or is no longer a Borrower Related Party. The foregoing information shall be made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Actpromptly following receipt. The Certificate Administrator shall providehave no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or cause otherwise is or is not anything other than what it purports to be. In the event that any such information is delivered or posted in error, the Certificate Administrator may remove it from the Certificate Administrator’s Website. The Certificate Administrator has not obtained and shall not be provided, copies deemed to have obtained actual knowledge of any information posted to the Certificate Administrator’s Website to the extent such information was not produced by the Certificate Administrator. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and all the acceptance of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentencea disclaimer. The Certificate Administrator shall not be liable for providing or disseminating the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information. Assistance in using the Certificate Administrator’s Website may be obtained by calling (▇▇▇) ▇▇▇-▇▇▇▇. The Certificate Administrator shall provide a mechanism to notify each Person that has signed-up for access to the Certificate Administrator’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to the Certificate Administrator’s Website. For purposes of receiving any information or report from the Certificate Administrator’s Website, other than Distribution Date Statements only, the Borrower, property manager, or an Affiliate thereof (as evidenced by its submission of an Investor Certification in the form of Exhibit J-1 hereto) shall be deemed to not be a “Privileged Person”. The Certificate Administrator and the 17g-5 Information Provider shall make available solely to the Depositor and to NRSROs (including the Rating Agencies) the following items to the extent such items are delivered to it via email at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “20 Times Square Trust 2018-20TS” and an identification of the type of information being provided in the body of the email, or via any alternate email address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:
(i) any Asset Status Report delivered by the Special Servicer under Section 3.10(i);
(ii) notice of final payments on the Certificates
(iii) any environmental reports delivered by the Special Servicer under Section 3.12(d);
(iv) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.7(a);
(v) any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;
(vi) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.20;
(vii) any property inspections delivered pursuant to Section 3.22;
(viii) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.27(a);
(ix) any notice to the Rating Agencies and each rating agency relating to the Companion Loan Securities, as applicable, relating to the Servicer’s, Special Servicer’s or Trustee’s determination to take action without receiving Rating Agency Confirmation as set forth in Section 3.27(a);
(x) any information requested by the Depositor or the Rating Agencies pursuant to Section 3.21(b) (it being understood the 17g-5 Information Provider shall not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such information as provided in Section 3.21(b));
(xi) any notice of resignation of the Trustee and any notice of the acceptance of appointment by the successor Trustee delivered to the Certificate Administrator pursuant to Section 8.7;
(xii) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator by the Trustee or the Servicer, as the case may be, relating to a determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to Section 3.23(f);
(xiii) any notice of a Servicer Termination Event or Special Servicer Termination Event delivered to the Certificate Administrator pursuant to Section 7.1(b);
(xiv) any summary of oral communications with the Rating Agencies that are delivered to the 17g-5 Information Provider pursuant to Section 8.14(c);
(xv) any information authorized by the Depositor to be made available pursuant to Section 4.4(b);
(xvi) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase Agreement and any amendments and exhibits hereto or thereto;
(xvii) any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c);
(xviii) all CREFC® Reports prepared by, or delivered to, the 17g-5 Information Provider pursuant to Section 3.18(b);
(xix) all inspection reports delivered to the 17g-5 Information Provider pursuant to Section 3.22; and
(xx) the Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(d). The foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website (a link to which shall be provided on the Depositor’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, or such other website as to which the Depositor may notify the parties hereto in writing). Information will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m. (eastern time) or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (eastern time). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be or whether such information (other than (solely with respect to the 17g-5 Information Provider’s obligation to post such information) the information set forth in clauses (i) through (xx) above) is required to be posted on the 17g-5 Information Provider’s Website pursuant to this Agreement or Rule 17g-5. If any information is delivered or posted in error, the 17g-5 Information Provider may remove it from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the 17g-5 Information Provider’s Website to the extent such information was not produced by the Certificate Administrator. Access will be provided by the 17g-5 Information Provider to the Rating Agencies, and to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit L hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website). Access will be provided by the 17g-5 Information Provider on the same Business Day if such Exhibit L is submitted prior to 2:00 p.m. on such Business Da
Appears in 2 contracts
Sources: Trust and Servicing Agreement (CSAIL 2018-C14 Commercial Mortgage Trust), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2018-C12)
Access to Certain Information. (a) The Certificate Administrator Administrator, Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Trust Advisor, the Master Servicer, the Special Servicer, the Subordinate Class Representative and the Majority Subordinate Certificateholder and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):in electronic format via electronic mail in accordance with Section 12.06:
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto hereto;
(C) the CREFC® Loan Setup File prepared by the Master Servicer and delivered to the Certificate Administrator;
(ii) the following documents, which shall be made available under a tab or theretoheading designated “SEC filings”:
(A) each report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system (within one Business Day of filing);
(iii) all the following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since 4.02(a);
(B) the Closing DateCREFC® reports (other than the CREFC® Loan Setup File) prepared by, or delivered to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
(C) each Trust Advisor Annual Report;
(iv) all annual statements the following documents, which shall be made available under a tab or heading designated “additional documents”:
(A) summaries of compliance Final Asset Status Reports pursuant to Section 3.24(a);
(B) inspection reports pursuant to Section 3.12(a); and
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(v) the following documents, which shall be made available under a tab or heading designated “special notices”:
(A) notice of final distribution on the Certificates pursuant to Section 9.01;
(B) notice of termination of the Master Servicer and/or the Special Servicer under Section 7.02;
(C) notice of a Servicer Termination Event with respect to the Master Servicer or the Special Servicer pursuant to Section 7.01;
(D) notice of the resignation of any party to this Agreement and annual assessments as notice of the acceptance of appointment to such party, to the extent such notice is prepared or received by the Certificate Administrator pursuant to Section 3.23, Section 3.28(r), Section 5.07(c), Section 6.04, Section 8.06, Section 8.07 or Section 8.11;
(E) Officer’s Certificates supporting the determination that any Advance was (or, if made, would be) a Nonrecoverable Advance pursuant to Section 3.11(h) or Section 4.03(c);
(F) any Special Notice by a Certificateholder that wishes to communicate with others, pursuant to this Agreement;
(G) any assessment of compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectivelySection 11.13;
(vH) all annual independent public accountants’ servicing any attestation reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.1111.13;
(I) any reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of the Special Servicer’s net present value and Appraisal Reduction Amount calculations pursuant to Section 3.28(d) and Section 3.28(e);
(J) any recommendation received by the Certificate Administrator from the Trust Advisor for the termination of the Special Servicer during any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such recommendation, pursuant to Section 6.05(c);
(K) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Special Servicer during any period when such Certificateholders are entitled to make such a proposal, and any direction of the requisite percentage of the Certificateholders to terminate such Special Servicer in response to such proposal, pursuant to Section 6.05(b); and
(L) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust Advisor in response to such proposal, pursuant to pursuant to Section 3.28(n);
(vi) the most recent inspection report prepared by Investor Q&A Forum, which shall be made available under a tab or on behalf heading designated “Investor Q&A Forum,” pursuant to Section 8.12(d); and
(vii) the Investor Registry (solely to Certificateholders and Certificate Owners), which shall be made available under a tab or heading designated “Investor Registry,” pursuant to Section 8.12(e). In lieu of the Master Servicer tabs or headings otherwise described above, the Special ServicerCertificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time. The Certificate Administrator shall make available at its offices, as applicableduring normal business hours, and delivered for review by any Privileged Person who certifies to the Certificate Administrator substantially in respect the form of each Mortgaged Property pursuant Exhibit K-1 hereto (other than a Rating Agency or NRSRO), originals or copies of, among other things, the following items (to Section 8.17 the extent such items are in its possession) (except to the extent not permitted by applicable law or Section 9.3 under any of this Agreement;the related Mortgage Loan Documents):
(viiA) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfiedenvironmental issues;
(viiiB) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans most recent annual (or the A/B Whole Loans or Loan Pairsmore frequent, if available) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, rent rolls or, with respect to Co-op Mortgage Loans, maintenance schedules (to the extent such rent rolls or maintenance schedules have been made available by the related Borrower) and/or lease summaries and retail “sales information,” if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered Servicer with respect to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xC) the Mortgage Files, including any and all Officer’s Certificates modifications, waivers and other evidence delivered to amendments of the Certificate Administrator to support terms of a Mortgage Loan or Serviced Loan Combination entered into or consented by the Master Servicer’s, Servicer and/or the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (Servicer and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xvD) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A 144A; and
(E) each of the documents made available by the Certificate Administrator via the Certificate Administrator’s Website pursuant to this subsection (b). The Rating Agencies and NRSROs shall be afforded access to the Investor Q&A Forum but shall not be afforded a means to submit questions on the Investor Q&A Forum. The Rating Agencies and NRSROs shall not be afforded access to the Investor Registry. The Depositor, hereby authorizes the Certificate Administrator to make available to Bloomberg Financial Markets, L.P., ▇▇▇▇▇, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., ▇▇▇▇.▇▇▇, Inc. or such other vendor chosen by the Depositor, that submits to the Certificate Administrator a certification in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section 8.12(b) to Privileged Persons; provided, that the Certificate Administrator shall not have such authority to the extent such disclosure would violate another provision of this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information).
(c) The Rule 17g-5 Information Provider shall make available to the Rating Agencies and to NRSROs the following items by means of the Rule 17g-5 Information Provider’s Website, provided such items have been delivered to the Rule 17g-5 Information Provider by means of electronic mail in accordance with Section 12.06 (or by such other electronic means as shall be established or approved by the Rule 17g-5 Information Provider or as may be necessary or beneficial, in each case as designated in writing to the Master Servicer, Special Servicer, Certificate Administrator and Trustee) with “[_____]” included in the subject line of such electronic mail and with a brief identification of such information in the body of such electronic mail:
(A) Asset Status Reports pursuant to Section 3.24;
(B) environmental reports pursuant to Section 3.09(c);
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(D) any assessments of compliance pursuant to Section 11.13;
(E) any attestation reports pursuant to Section 11.13;
(F) any notice relating to the Special Servicer’s determination to take action under this Agreement without receiving Rating Agency Confirmation pursuant to Section 3.27(a);
(G) copies of requests or questions that were submitted by the Securities ActRating Agencies to the Master Servicer, the Special Servicer, the Certificate Administrator or Trustee pursuant to Section 3.27;
(H) any requests for Rating Agency Confirmation delivered to the Rule 17g-5 Information Provider pursuant to Section 3.27;
(I) notice of any resignation of the Trustee or the acceptance of appointment by the successor Trustee or merger or consolidation of the Trustee pursuant to Section 8.07;
(J) notice of any resignation of the Certificate Administrator or the acceptance of appointment by the successor Certificate Administrator or merger or consolidation of the Certificate Administrator pursuant to Section 8.07;
(K) Officer’s Certificates supporting determinations relating to Nonrecoverable Advances and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections on the Mortgage Pool pursuant to Section 3.11(h) and Section 4.03(c);
(L) all notices of the occurrence of a Servicer Termination Event and any notice of the termination of the Master Servicer or the Special Servicer pursuant to Section 7.01 and Section 7.02;
(M) the Trust Advisor Annual Reports prepared by the Trust Advisor pursuant to Section 3.28(a);
(N) certain responses or notices from the parties to this Agreement to information posted on the Certificate Administrator’s Website;
(O) any notice of an amendment of this Agreement to change the procedures related to Rule 17g-5 information pursuant to Section 3.27(h);
(P) any summary of oral communications with the Rating Agencies regarding any of the above written materials or regarding any request for a Rating Agency Confirmation or regarding any of the Mortgage Loan Documents or any matter related to the Certificates, Mortgage Loans, any Serviced Loan Combination, the related Mortgaged Properties, the related Borrowers or any other matters related to this Agreement or the Intercreditor Agreements related to any Serviced Loan Combination, pursuant to Section 3.27(g);
(Q) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement; and
(R) the Rating Agency Q&A Forum and Servicer Document Request Tool under Section 8.12(g).
(d) The Certificate Administrator shall make a question-and-answer forum (the “Investor Q&A Forum”) available to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders and Certificate Owners may submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, or to the Master Servicer or the Special Servicer relating to servicing reports prepared by that party, the Serviced Mortgage Loans, Serviced Loan Combination or the related Mortgaged Properties, and where Privileged Persons may view previously submitted inquiries and related answers. The Certificate Administrator will forward such inquiries to the appropriate person. The Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall answer each inquiry, unless it determines that (i) answering the inquiry would not be in the best interests of the Trust and/or the Certificateholders, (ii) answering the inquiry would be in violation of applicable law or the Mortgage Loan Documents, (iii) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, or (iv) answering the inquiry is otherwise not advisable to answer, in which case the Certificate Administrator shall not post such inquiry on the Investor Q&A Forum. The Certificate Administrator shall providepost the inquiries and related answers on the Investor Q&A Forum, subject to the immediately preceding sentence and subject to and in accordance with this Agreement; provided, that posting the inquiries and related answers on the Investor Q&A Forum shall not require a separate delivery of such inquiries and answers to the Rule 17g-5 Information Provider. In addition, no party will post or cause otherwise disclose direct communications with the Subordinate Class Representative as part of its response to any inquiries. The Investor Q&A Forum may not reflect questions, answers, and other communications which are not submitted through the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be providedanswers from any other person, copies of any including the Depositor and all the Underwriters. None of the foregoing items upon reasonable written request Underwriters, Depositor, any of their respective Affiliates or any other Person will certify as to the accuracy of any of the parties set forth information posted in the previous sentenceInvestor Q&A Forum, and no Person other than the respondent will have any responsibility or liability for the content of any such information.
(e) The Certificate Administrator shall make the “Investor Registry” available to any Certificateholder and beneficial owner via the Certificate Administrator’s Website. Certificateholders and Certificate Owners may register on a voluntary basis for the Investor Registry and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with the requirements provided for in the other provisions of this Agreement.
(f) The Certificate Administrator’s Website shall initially be located at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. Access shall be provided by the Certificate Administrator to Privileged Persons. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for providing or disseminating the dissemination of information in accordance with the terms of this Agreement.. The Certificate Administrator shall make no representations or warranties as to the accuracy or completeness of such documents and shall assume no responsibility for them. The Certificate Administrator shall not be deemed to have knowledge of any information posted on its website solely by virtue of such posting. In addition, the Certificate Administrator may disclaim responsibility for any information for which it is not the original source. The Certificate Administrator shall provide Privileged Persons with ass
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (RBS Commercial Funding Inc.)
Access to Certain Information. (a) The Certificate Administrator Trustee shall provide or cause to be provided to the Depositor, the Master Servicer, the Special Servicer [and the Custodian shall afford Rating Agencies], and to the OTS, the FDIC, and any Privileged Person other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to the Mortgage Files and any other documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of and the Trust Fund, that are in its possession or is within its controlcontrol that may be required by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Promptly following the first sale of any Non-Registered Certificate Administrator (or, in the case of item (viii) belowto an Independent third party, the Custodian) Depositor shall provide to the Trustee ten copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate belongs. In addition, if any such private placement memorandum or disclosure document is revised, amended or supplemented at any time following the delivery thereof to the Trustee, the Depositor promptly shall inform the Trustee of such event and shall deliver to the Trustee 10 copies of the private placement memorandum or disclosure document, as revised, amended or supplemented. The Trustee shall maintain at its offices (andCorporate Trust Office and shall on behalf of the Depositor, upon reasonable prior advance written request and notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by [each Rating Agency and by] any Privileged Certificateholder or any Certificate Owner or any Person identified to the Trustee by a Certificateholder or a Certificate Owner as a prospective transferee of a Certificate or interest therein, originals or copies of the following items: (subject to Section 5.7 i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Trustee; and (ii) this Agreementin all cases, each sub-servicing agreement (A) all Officer’s Certificates delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
11.09, (viB) all accountants’ reports delivered to the Trustee since the Closing Date pursuant to Section 11.11, (C) the most recent inspection report report, together with any related additional written or electronic information, prepared by or obtained by, or on behalf of of, the Master Servicer or the Special Servicer, as applicablethe case may be, and delivered to the Certificate Administrator Trustee in respect of each Mortgaged Property pursuant to Section 8.17 3.12(a), (D) all Mortgagor financial statements and Mortgaged Property operating statements and rent rolls, together with any related additional written or electronic information, delivered to the Trustee by the Master Servicer or the Special Servicer pursuant to Section 9.3 of this Agreement;
3.12(b), (viiE) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property securing a Defaulted Mortgage Loan as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof was not satisfied or that any remedial, corrective or other further action contemplated in such clauses is required (but only for so long as such Mortgaged Property or the related Mortgage Loan is part of the Trust Fund), (iiF) and (iii) thereof was satisfied;
(viii) all documents constituting the Mortgage FileFiles, including including, without limitation, any and all modifications, waivers and amendments of the terms of the a Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or the Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20 (ix) but, in each case, only for so long as the annual, quarterly and monthly operating statements, if any, collected by or on behalf related Mortgage Loan is part of the Master Servicer or the Special Servicer, as applicable, Trust Fund) and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xG) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities ActAsset Status Report. The Certificate Administrator shall provide, or cause to be provided, copies Copies of any and all of the foregoing items are to be available from the Trustee upon request; however, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such service. In connection with providing access to or copies of the items described in the immediately preceding paragraph of this Section 8.12(b), the Trustee may require, unless the Depositor directs otherwise, (i) in the case of Certificate Owners, a written request confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a beneficial holder of Certificates and will keep such information confidential and (ii) in the case of any prospective purchaser of the parties set forth a Certificate or, in the previous sentencecase of a Book-Entry Certificate, of a beneficial ownership interest therein, a written confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a prospective purchaser of a Certificate or a beneficial ownership interest therein, is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. The Certificate Administrator All Certificateholders, by acceptance of their Certificates, shall not be liable for providing or disseminating deemed to have agreed to keep such information in accordance with confidential, except to the terms extent that the Depositor grants written permission to the contrary. Notwithstanding the preceding sentences of this Agreementparagraph, the Trustee shall have no responsibility for the accuracy, completeness or sufficiency of any information so made available or furnished by it in the manner described in the immediately preceding paragraph.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.), Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.)
Access to Certain Information. (a) The Certificate Administrator and the Custodian Trustee shall afford to the Master Servicer, the Special Servicer and the Depositor, and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner or Serviced Pari Passu Non-Trust Mortgage Loan Noteholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Trust Mortgage Loans or (or, in the other assets case of a Serviced Pari Passu Non-Trust Mortgage Loan Noteholder, the Serviced Pari Passu Non-Trust that are in its possession or Mortgage Loan) within its controlcontrol that may be required to be provided by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) Trustee shall maintain at in its offices (possession and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) available at its offices for review by any Privileged Person (the Depositor, the Rating Agencies, the Serviced Non-Trust Mortgage Loan Noteholders and their respective designees, the Controlling Class Representative and, subject to Section 5.7 in the case succeeding paragraph, any Certificateholder, Certificate Owner or Person identified to the Trustee as a prospective Transferee of a Rating Agency) Certificate or an interest therein, originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
items: (i) the Final Prospectus, the Prospectus and the Private Placement Memorandum Supplement, any private placement memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator Trustee by the Depositor or by any Person designated by the Depositor;
; (ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator Trustee since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
; (iii) all Distribution Date Statements and all CREFC® Certificateholder Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement 4.02(a) since the Closing Date;
; (iv) all annual statements Annual Statements of compliance and annual assessments as to compliance Compliance delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
Date; (v) all annual independent public accountants’ servicing reports caused to be Annual Assessment Reports and Annual Attestation Reports delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
Date; (vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i), ) and (ii) and (iii) of the first sentence thereof was not satisfied;
; (viiivii) each of the Mortgage FileFiles, including any and all modifications, extensions, waivers and amendments of the terms of the a Trust Mortgage Loans (Loan or the A/B Whole Loans or Serviced Non-Trust Mortgage Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20; (ixviii) the annual, quarterly most recent appraisal for each Mortgaged Property and monthly operating statements, if any, collected REO Property that has been delivered to the Trustee (each appraisal obtained hereunder with respect to any Mortgaged Property or REO Property to be delivered to the Trustee by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
promptly following its having been obtained); (xix) any and all Officer’s 's Certificates and other evidence delivered to or by the Certificate Administrator Trustee to support its, the Master Servicer’s's, the Special Servicer’s 's or the Trustee’sany Fiscal Agent's, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
; (x) any and all information provided to the Trustee pursuant to Section 6.11(a) or Section 6.12(a); (xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or any exception report prepared by the Trustee (and appointments of successors theretopursuant to Section 2.02(b);
; (xii) all Special Notices;
notices of a breach of representation and warranty given by or received by the Trustee with respect to any party hereto; (xiii) any Third Party Reports (or updates of Third Party Reports) Officer's Certificate delivered to the Certificate Administrator;
Trustee by the Special Servicer in connection with a Final Recovery Determination pursuant to Section 3.09(h); and (xiv) each of any and all reports, statements and other written or electronic information relating to an Outside Serviced Trust Mortgage Loan, the other documents made available related Mortgaged Property and/or the borrower under such Outside Serviced Trust Mortgage Loan, to the extent such items were received by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any Master Servicer from a related Outside Servicer or other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A applicable party under the Securities Actrelated Outside Servicing Agreement and delivered to the Trustee since the Closing Date. The Certificate Administrator Trustee shall provide, or cause to be provided, provide copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence; however, except in the case of the Rating Agencies, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Trustee to the Trustee's reasonable satisfaction, the Trustee shall request from the Master Servicer copies (at the expense of such Certificateholder or Certificate Owner if the Master Servicer or Special Servicer charges a fee to cover the reasonable cost of making such copies available) of any inspection reports prepared by the Master Servicer or the Special Servicer, copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer and copies of any CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets prepared by the Master Servicer or the Special Servicer; and, upon receipt, the Trustee shall make such items available to the requesting Certificateholder or Certificate Owner. In connection with providing access to or copies of the items described in the preceding paragraph, the Trustee shall require: (i) in the case of Certificateholders and Certificate Owners, a written confirmation executed by the requesting Person substantially in the form of Exhibit L-1 (or in such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person
is a Certificateholder or a beneficial holder of Book-Entry Certificates and will keep such information confidential (except that such Certificateholder or Certificate Owner may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (ii) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit L-2 (or in such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential.
(c) The Certificate Administrator Trustee shall not be liable for providing or disseminating information in accordance with the terms of this AgreementSection 8.14(a) or (b).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2006-C7), Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C4)
Access to Certain Information. (a) The Certificate Administrator Trustee shall provide or cause to be provided to the Depositor, the Master Servicer, the Special Servicer and the Custodian shall afford Rating Agencies, and to the OTS, the FDIC, and any Privileged Person other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to the Mortgage Files and any other documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of and the Trust Fund, that are in its possession or is within its controlcontrol which may be required by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Promptly following the first sale of any Non-Registered Certificate Administrator (or, in the case of item (viii) belowto an Independent third party, the Custodian) Depositor shall provide to the Trustee 10 copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate belongs. In addition, if any such private placement memorandum or disclosure document is revised, amended or supplemented at any time following the delivery thereof to the Trustee, the Depositor promptly shall inform the Trustee of such event and shall deliver to the Trustee 10 copies of the private placement memorandum or disclosure document, as revised, amended or supplemented. The Trustee shall maintain at its offices (andCorporate Trust Office and shall on behalf of the Depositor, upon reasonable prior advance written request and notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by each Rating Agency and by any Privileged Certificateholder or any Certificate Owner or any Person identified to the Trustee by a Certificateholder or a Certificate Owner as a prospective transferee of a Certificate or interest therein, originals or copies of the following items: (subject to Section 5.7 i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Trustee; and (ii) this Agreementin all cases, each sub-servicing agreement (A) all Officer's Certificates delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
3.13, (viB) all accountants' reports delivered to the Trustee since the Closing Date pursuant to Section 3.14, (C) the most recent inspection report report, together with any related additional written or electronic information, prepared by or obtained by, or on behalf of of, the Master Servicer or the Special Servicer, as applicablethe case may be, and delivered to the Certificate Administrator Trustee in respect of each Mortgaged Property pursuant to Section 8.17 3.12(a), (D) all Mortgagor financial statements and Mortgaged Property operating statements and rent rolls, together with any related additional written or electronic information, delivered to the Trustee by the Master Servicer or the Special Servicer pursuant to Section 9.3 of this Agreement;
3.12(b), (viiE) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property securing a defaulted Mortgage Loan as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof was not satisfied or that any remedial, corrective or other further action contemplated in such clauses is required (but only for so long as such Mortgaged Property or the related Mortgage Loan is part of the Trust Fund), (iiF) and (iii) thereof was satisfied;
(viii) all documents constituting the Mortgage FileFiles, including including, without limitation, any and all modifications, waivers and amendments of the terms of the a Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or the Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20 (ix) but, in each case, only for so long as the annual, quarterly and monthly operating statements, if any, collected by or on behalf related Mortgage Loan is part of the Master Servicer or the Special ServicerTrust Fund) and, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xG) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities ActAsset Status Report. The Certificate Administrator shall provide, or cause to be provided, copies Copies of any and all of the foregoing items are to be available from the Trustee upon request; however, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such service. In connection with providing access to or copies of the items described in the immediately preceding paragraph of this Section 8.12(b), the Trustee may require, unless the Depositor directs otherwise, (i) in the case of Certificate Owners, a written request confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a beneficial holder of Certificates and will keep such information confidential and (ii) in the case of any prospective purchaser of the parties set forth a Certificate or, in the previous sentencecase of a Book-Entry Certificate, of a beneficial ownership interest therein, a written confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a prospective purchaser of a Certificate or a beneficial ownership interest therein, is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. The Certificate Administrator All Certificateholders, by acceptance of their Certificates, shall not be liable for providing or disseminating deemed to have agreed to keep such information in accordance with confidential, except to the terms extent that the Depositor grants written permission to the contrary. Notwithstanding the preceding sentences of this Agreementparagraph, the Trustee shall have no responsibility for the accuracy, completeness or sufficiency of any information so made available or furnished by it in the manner described in the immediately preceding paragraph.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc), Pooling and Servicing Agreement (Banc of America Commercial Mort Pass Through Cert Ser 2002-2)
Access to Certain Information. (a) The Certificate Administrator Administrator, the Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Master Servicer, the Special Servicer, the Subordinate Class Representative and the Majority Subordinate Certificateholder and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):in electronic format via electronic mail in accordance with Section 12.06:
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or theretohereto;
(iiiii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise the following documents, which shall be made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;under a tab or heading designated “SEC filings”:
(ivA) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10each report on Form 10-D, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared Form 10-K or Form 8-K that has been filed by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, through the Custodian or the Trustee ▇▇▇▇▇ system (and appointments within one Business Day of successors theretofiling);
(xiiiii) all Special Noticesthe following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements pursuant to Section 4.02(a);
(xiiiB) any Third Party Reports (the CREFC reports prepared by, or updates of Third Party Reports) delivered to to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
(xivC) each of Trust Advisor Annual Report;
(iv) the other documents following documents, which shall be made available by the Certificate Administrator under a tab or heading designated “additional documents”:
(A) summaries of Final Asset Status Reports pursuant to Section 5.4(a3.24(a);
(B) on the Certificate Administrator’s Website and not otherwise listed in this inspection reports pursuant to Section 5.6(b3.12(a); and
(xvC) any other information in the possession of the Certificate Administrator that may be necessary Appraisals pursuant to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provideSection 3.09, Section 3.11 or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.Section 3.19;
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the Controlling Class Representative) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery theretoin electronic format):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus Supplement;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.10 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Serviced Loan PairsCombination) entered into or consented to by the Master Servicer, the Special Servicer, any Other Master Servicer or any Other Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc22), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc19)
Access to Certain Information. (a) The Certificate Administrator and the Custodian Trustee shall afford to the Master Servicer, the Special Servicer and the Depositor, and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Trust Mortgage Loans or the other assets of the Trust that are in its possession or within its controlcontrol that may be required to be provided by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) Trustee shall maintain at in its offices (possession and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) available at its offices for review by any Privileged Person (the Depositor, the Rating Agencies, the Serviced Non-Trust Mortgage Loan Noteholders and their respective designees, the Controlling Class Representative and, subject to Section 5.7 in the case succeeding paragraph, any Certificateholder, Certificate Owner or Person identified to the Trustee as a prospective Transferee of a Rating Agency) Certificate or an interest therein, originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
items: (i) the Final Prospectus and the Private Placement Memorandum Prospectus, any private placement memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator Trustee by the Depositor or by any Person designated by the Depositor;
; (ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator Trustee since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
; (iii) all Distribution Date Statements and all CREFC® Certificateholder Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement 4.02(a) since the Closing Date;
; (iv) all annual statements of compliance Annual Performance Certifications delivered by the Master Servicer and annual assessments as to compliance delivered the Special Servicer, respectively, to the Certificate Administrator Trustee since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
Date; (v) all annual independent public accountants’ servicing reports Annual Accountants' Reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or and the Special Servicer, as applicablerespectively, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
Trustee since the Closing Date; (viivi) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i), ) and (ii) and (iii) of the first sentence thereof was not satisfied;
; (viiivii) each of the Mortgage FileFiles, including any and all modifications, extensions, waivers and amendments of the terms of the a Trust Mortgage Loans (Loan or the A/B Whole Loans or Serviced Non-Trust Mortgage Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20; (ixviii) the annual, quarterly most recent appraisal for each Mortgaged Property and monthly operating statements, if any, collected REO Property that has been delivered to the Trustee (each appraisal obtained hereunder with respect to any Mortgaged Property or REO Property to be delivered to the Trustee by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors theretopromptly following its having been obtained);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C8), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C8)
Access to Certain Information. (a) The Certificate Administrator Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Master Servicer, the Special Servicer, the Subordinate Class Representative and the Majority Subordinate Certificateholder and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):in electronic format via electronic mail in accordance with Section 12.06:
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or theretohereto;
(iiiii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise the following documents, which shall be made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;under a tab or heading designated “SEC filings”:
(ivA) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10each report on Form 10-D, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared Form 10-K or Form 8-K that has been filed by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, through the Custodian or the Trustee ▇▇▇▇▇ system (and appointments within one Business Day of successors theretofiling);
(xiiiii) all Special Noticesthe following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements pursuant to Section 4.02(a);
(xiiiB) any Third Party Reports (the CREFC reports prepared by, or updates of Third Party Reports) delivered to to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
(xivC) each of Trust Advisor Annual Report;
(iv) the other documents following documents, which shall be made available by the Certificate Administrator under a tab or heading designated “additional documents”:
(A) summaries of Final Asset Status Reports pursuant to Section 5.4(a3.24(a);
(B) on the Certificate Administrator’s Website and not otherwise listed in this inspection reports pursuant to Section 5.6(b3.12(a); and
(xvC) any other information in the possession of the Certificate Administrator that may be necessary Appraisals pursuant to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provideSection 3.09, Section 3.11 or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.Section 3.19;
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C6), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C6)
Access to Certain Information. (a) The Certificate Administrator and the Custodian Trustee shall afford to the Initial Purchasers, the Servicer and each Rating Agency and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Securityholder or Security Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Loan or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) Trustee shall maintain at its offices (or the offices of a Custodian and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) , for review by any Privileged Person (the Rating Agencies and, subject to Section 5.7 in the case succeeding paragraph, any Securityholder, Security Owner or Person identified to the Trustee as a prospective Transferee of a Rating Agency) Security or an interest therein, originals and/or copies (in paper or electronic form) of the following items (to the extent that such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
Trustee): (i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesSecurities, in the form most recently provided to the Certificate Administrator Trustee by the Depositor or by any Person designated by the Depositor;
; (ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator Trustee since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
; (iii) all Distribution Date Statements and all CREFC® Trustee Reports actually delivered or otherwise made available to Certificateholders Securityholders pursuant to Section 5.4 of this Agreement 4.02(a) since the Closing Date;
; (iv) all annual statements of compliance and annual assessments as to compliance Annual Performance Certifications delivered by the Servicer to the Certificate Administrator Trustee since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
Date; (v) all annual independent public accountantsAnnual Accountants’ servicing reports Reports caused to be delivered by the Servicer to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
Date; (vi) the most recent inspection report reports prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator Trustee in respect of each Mortgaged Property the Sites pursuant to Section 8.17 or Section 9.3 of this Agreement;
3.12; (vii) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property the Sites as to which the environmental testing contemplated by Section 9.12(c3.09(b) of this Agreement revealed that none neither of the conditions set forth in clauses (i), ) and (ii) and (iii) of the first sentence thereof was satisfied;
; (viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to confirmed by the Master Servicer or Special Servicer and delivered to the Certificate Administrator Trustee or any Custodian pursuant to Section 8.18 or 3.20 and any updated lists of exceptions to the Mortgage File as contemplated by Section 9.5 of this Agreement;
2.02; (ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator Trustee to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
; and (xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xvx) any other information in the possession of the Certificate Administrator Trustee that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator Trustee shall provide, or cause to be provided, or make available copies of any and all of the foregoing items upon reasonable written request of to any of the parties Persons set forth in the previous sentence. sentence promptly following request therefor by such Person; provided, however, that except in the case of the Rating Agencies, the Trustee or any Custodian shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies.
(c) The Certificate Administrator Trustee shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (American Tower Corp /Ma/), Trust and Servicing Agreement (American Tower Corp /Ma/)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford or cause to be afforded to any Non-Restricted Privileged Person (other than the Rating Agencies) and to the Office of Thrift Supervision, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Loan or the other assets of the Trust that are in its possession or within its control, including without limitation:
(i) the Mortgage Loan File, including any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator (or a Custodian on its behalf);
(ii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for the Property, and
(iii) all notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing revealed any failure of the Property to comply with any applicable law, including any Environmental Law, or which revealed an environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or remediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Administrator, the Trustee or the Custodian, as applicable. The Certificate Administrator (or a Custodian on its behalf) shall provide copies of the items described in this Section 8.14(a) above upon reasonable written request to the Certificateholders. The Certificate Administrator (or a Custodian on its behalf) may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator (or a Custodian on its behalf) to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and shall otherwise keep the information confidential. Certificateholders, by the acceptance of their Certificates, shall be deemed to have agreed to keep this information confidential.
(b) The Certificate Administrator shall make available to Non-Restricted Privileged Persons (or, solely in the case of item (viii) belowthe Distribution Date Statements, all Privileged Persons), via the Custodian) shall maintain at its offices (andCertificate Administrator’s Website, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such in electronic format to the Certificate Administrator upon delivery thereto▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇):
(i) The following “deal documents”:
(A) the Final Prospectus and the Private Placement Memorandum Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Trust Loan Purchase Agreements and any amendments and exhibits hereto or thereto;; and
(iiiC) the CREFC® loan setup file, delivered to the Certificate Administrator by the Servicer.
(ii) The following “periodic reports”:
(A) all Distribution Date Statements and prepared by the Certificate Administrator pursuant to Section 4.4(b);
(B) all CREFC® Reports actually (other than the CREFC® loan setup file) prepared by, or delivered or otherwise made available to Certificateholders to, the Certificate Administrator pursuant to Section 5.4 of this Agreement since the Closing Date;3.18(a); and
(ivC) all annual financial information (including, without limitation, rent rolls, financial statements, financial reports, operating statements, balance sheets, statements of compliance cash flow, profit and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 loss statements and 13.10, respectively;
(voperating budgets) all annual independent public accountants’ servicing and other periodic Property reports caused to be delivered to the Certificate Administrator since the Closing Date provided pursuant to Section 13.11;
3.18(c) (vi) the most recent inspection report prepared provided they are received by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;Administrator).
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;The following “additional documents”:
(viiiA) the Mortgage File, including summaries of any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement3.10;
(ixB) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and all inspection reports delivered to the Certificate Administrator for each Mortgaged Property, together with pursuant to Section 3.22; and
(C) all Appraisals delivered to the other information specified in Certificate Administrator pursuant to Section 8.14 of this Agreement3.7(a);
(xiv) The following “special notices”:
(A) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(g);
(B) any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c);
(C) any notice of a Servicer Termination Event or Special Servicer Termination Event received by the Certificate Administrator pursuant to Section 7.1(b);
(D) notice of any request by the Certificateholders representing at least 25% of the Voting Rights for a vote to terminate and replace the Special Servicer pursuant to Section 7.1(d);
(E) any notice of resignation or removal of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;
(F) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master ServicerTrustee’s, the Special Servicer’s or the TrusteeSpecial Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to Section 3.23(f);
(xiG) notice of termination or resignation any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;
(H) any amendment to this Agreement pursuant to Section 11.1;
(I) any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;
(J) all Officers’ Certificates and accountants’ reports delivered to the Certificate Administrator since the Closing Date;
(K) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.20; and
(L) identification of the Master commencement of a CCR Consultation Period or a CCR Consultation Termination Period, and of the termination of a CCR Control Period or CCR Consultation Period;
(v) the “Investor Q&A Forum” pursuant to Section 4.5(a);
(vi) solely to Certificateholders and Beneficial Owners of Certificates, the “Investor Registry” pursuant to Section 4.5(b); and
(vii) the “Risk Retention” tab (which shall include, without limitation, any notice from the Depositor or the Retaining Sponsor regarding any matter related to the U.S. Credit Risk Retention Rules, EU Securitization Laws or UK Securitization Laws, or any statements or information to be made available in accordance with the U.S. Credit Risk Retention Agreement or EU/UK Credit Risk Retention Agreement). The foregoing information shall be made available by the Certificate Administrator on the Certificate Administrator’s Website promptly following receipt. The Certificate Administrator and the Trustee are hereby directed to enter into the EU/UK Credit Risk Retention Agreement, which agreement provides certain risk retention requirements for the Retaining Parties. The Certificate Administrator shall establish a page on its website on which there will be included in respect of each of CREFI, BANA and BMO ▇▇▇▇▇▇ (each solely in its capacity as a Retaining Party) a statement provided by the Retaining Parties which shall specify the following: (x) the original principal balance of the VRR Interest of which such party is the registered holder and whether such amount matches that amount which such party has committed to retain under the EU/UK Credit Risk Retention Agreement; (y) unless CREFI, BANA and/or BMO ▇▇▇▇▇▇ has provided notice to the contrary in respect of each such party, a statement (based solely on such Retaining Party’s Closing Date certification and without verification) that each of CREFI, BANA and BMO ▇▇▇▇▇▇ (each solely in its capacity as a Retaining Party) is in compliance with the Retention Covenant and the Hedging Covenant and (z) in the case that the Certificate Administrator receives a notification that any such party has failed to comply with the Retention Covenant or the Hedging Covenant, a statement of such non-compliance and all details in relation to the same contained in such notification. In each case, each Retaining Party shall provide all such statements, if any, by email with the subject reference “EU/UK Risk Retention Statement” and in a document suitable for posting. The Certificate Administrator shall include in each Distribution Date Statement a statement that there is available on the website of the Certificate Administrator information regarding ongoing compliance by each Retaining Party with the Retention Covenant and the Hedging Covenant, which shall be posted on the Certificate Administrator’s Website. The information related to EU Securitization Laws and the UK Securitization Laws posted on the Certificate Administrator’s Website shall be available to Privileged Persons (but not any financial market publisher). The 17g-5 Information Provider shall make available solely to the Rating Agencies and to NRSROs the following items to the extent such items are delivered to it via email at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “NYC Commercial Mortgage Trust 2021-909” and an identification of the type of information being provided in the body of the email, or via any alternate email address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:
(i) any Asset Status Report delivered by the Special Servicer pursuant to Section 3.10(h);
(ii) any Environmental Reports delivered by the Special Servicer under Section 3.12(d);
(iii) any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;
(iv) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.20;
(v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.7(a);
(vi) any information requested by the Depositor or the Rating Agencies pursuant to Section 3.21(c) (it being understood the 17g-5 Information Provider shall not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such information as provided in Section 3.21(c));
(vii) any notices to the Rating Agencies relating to the Servicer’s or Special Servicer’s determination to take action without receiving a Rating Agency Confirmation as set forth in Section 3.27(a);
(viii) any requests for a Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.27(a);
(ix) [Reserved];
(x) all notices of termination, resignation or assignment of rights and duties of the Servicer, the Special Servicer, the Trust Advisor, the Custodian Certificate Administrator or the Trustee (and appointments of successors thereto)to the Servicer, the Special Servicer, the Certificate Administrator or the Trustee) received by the 17g-5 Information Provider;
(xi) any transaction documents relating to this transaction delivered to the 17g-5 Information Provider by the Depositor;
(xii) all Special Noticesany other information delivered to the 17g-5 Information Provider pursuant to this Agreement;
(xiii) any Third Party Reports (or updates summary of Third Party Reports) oral communications with the Rating Agencies that are delivered to the Certificate Administrator17g-5 Information Provider pursuant to Section 8.14(d); provided that the summary of such oral communications shall not attribute which Rating Agency the communication was with;
(xiv) each any amendment to this Agreement pursuant to Section 11.1;
(xv) notice of final payments on the other documents Certificates;
(xvi) the Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(d);
(xvii) any notice of amendment of a Trust Loan Purchase Agreement delivered to the 17g-5 Information Provider pursuant to Section 19 of such Trust Loan Purchase Agreement; and
(xviii) any notice of a Servicer Termination Event or Special Servicer Termination Event delivered to the 17g-5 Information Provider pursuant to Section 7.1(b). The foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall post the foregoing information on the 17g-5 Information Provider’s Website on the same Business Day of receipt of such information if received by 2:00 p.m., New York City time, or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m., New York City time, and shall, promptly following the posting of such information to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (i) each registered Rating Agency and other NRSRO and (ii) upon request, the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail of the posting of such information on the 17g-5 Information Provider’s Website (provided that if the Servicer or Special Servicer has registered for access to the 17g-5 Information Provider’s Website, such party will automatically receive notification when such item has been posted and no request shall be required). Neither the Certificate Administrator under Section 5.4(a) on nor the 17g-5 Information Provider shall have any obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any information is delivered or posted in error, the Certificate Administrator or the 17g-5 Information Provider, as applicable, may remove it from the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in or the possession 17g-5 Information Provider’s Website, as applicable. None of the Trustee, the Certificate Administrator that may or the 17g-5 Information Provider have obtained nor shall any of them be necessary deemed to satisfy have obtained actual knowledge of any information posted to the requirements of subsection (d)(4)(i) of Rule 144A under 17g-5 Information Provider’s Website to the Securities Actextent such information was not produced by the Trustee or the Certificate Administrator, as applicable. The Certificate Administrator has not obtained and shall providenot be deemed to have obtained actual knowledge of any information posted to the Certificate Administrator’s Website to the extent such information was not produced by the Certificate Administrator. Access to the 17g-5 Information Provider’s Website will be provided by the 17g-5 Information Provider to (i) the Rating Agencies upon registration at the 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the 17g-5 Information Provider’s Website as a user thereof and upon receipt by the 17g-5 Information Provider of an NRSRO Certification. If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or cause if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to be submit multiple email addresses for receipt of notices, including a general email address; provided, copies of any and all that each email address so provided shall be associated with a registered user of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider shall not be liable provide a mechanism to promptly notify each Person that has signed-up for access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, as applicable, in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Certificate Administrator’s Website or disseminating information in accordance with the terms 17g-5 Information Provider’s Website, the Certificate Administrator and the 17g-5 Information Provider may require registration and the acceptance of this Agreement.a disclaimer. The Certificate Administrator and the 17g-5 Information Provider s
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person access to any documentation (other than Privileged Information identified as such On or prior to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets date of the Trust that are first sale of any Non-Registered Certificate to an Independent third party, the Depositor shall provide to the Trustee three copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request connection with the offer and during normal business hours at the offices sale of the Class of Certificates to which such Non-Registered Certificate Administrator relates. In addition, if any such private placement memorandum or disclosure document is revised, amended or supplemented at any time following the Custodian.
(b) The Certificate Administrator (or, in delivery thereof to the case of item (viii) belowTrustee, the Custodian) Depositor promptly shall inform the Trustee of such event and shall deliver to the Trustee a copy of the private placement memorandum or disclosure document, as revised, amended or supplemented. The Trustee shall maintain at its offices (andprimarily responsible for administering the Trust Fund and shall, upon reasonable prior written request and advance notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by any Privileged Holder of a Certificate, the Depositor, each Master Servicer, the Special Servicer, any Rating Agency or any other Person to whom the Trustee believes such disclosure is appropriate, originals or copies of the following items: (subject to Section 5.7 i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Trustee and (ii) in all cases, including the related Companion Holder with respect to any Serviced Whole Loan (a) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders entered into pursuant to Section 5.4 12.01, (b) all statements required to be delivered to Certificateholders of this Agreement the relevant Class pursuant to Section 4.02 since the Closing Date;
, (ivc) all annual statements of compliance and annual assessments as to compliance Officer's Certificates delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
11.09, (vid) all accountants' reports delivered to the most recent Trustee since the Closing Date pursuant to Section 11.11, (e) any inspection report prepared by or on behalf of the any Master Servicer, Sub-Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator Trustee and the applicable Master Servicer in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
3.12(a), (viif) any as to each Mortgage Loan and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as Companion Loan pursuant to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none related Mortgagor is required to deliver such items or the Special Servicer has otherwise acquired such items, the most recent annual operating statement and rent roll of the conditions set forth in clauses (i), (ii) related Mortgaged Property and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments financial statements of the terms related Mortgagor and any other reports of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to Mortgagor collected by the applicable Master Servicer, Sub-Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged PropertyTrustee pursuant to Section 3.12(c), together with the other information specified in accompanying written reports to be prepared by the Special Servicer and delivered to the Trustee pursuant to Section 8.14 of this Agreement;
3.12(b), (xg) any and all Officer’s Certificates notices, reports and other evidence Environmental Assessments delivered to the Certificate Administrator Trustee with respect to support any Mortgaged Property securing a Defaulted Mortgage Loan and Companion Loan as to which the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available environmental testing contemplated by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.3.09
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Controlling Class Representative) and to the Office of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Trust Loan or the other assets of the Trust Fund that are in its possession or within its controlcontrol (or, upon request, make copies thereof available to any Privileged Person at the reasonable cost and expense of such Privileged Person). Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianAdministrator.
(b) The Certificate Administrator shall make available to Privileged Persons, via the Certificate Administrator’s Website, the following items (to the extent such items were prepared by or delivered to the Certificate Administrator in a readable, uploadable, un-corrupted and un-locked electronic format):
(i) The following “deal documents”:
(A) the Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(B) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase Agreement and any amendments and exhibits hereto or thereto; and
(C) the CREFC® Loan Setup File delivered to the Certificate Administrator by the Servicer.
(ii) The following “periodic reports”:
(A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b); and
(B) all CREFC® Reports prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a) other than the CREFC® Loan Setup File;
(iii) The following “additional documents”:
(A) summaries of Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.10;
(B) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22; and
(C) all Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);
(iv) The following “special notices”:
(A) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);
(B) any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c);
(C) any notice of a Servicer Termination Event or Special Servicer Termination Event delivered to the Certificate Administrator pursuant to Section 7.1(b);
(D) any request by the Certificateholders representing at least 25% of the Voting Rights to terminate the Special Servicer pursuant to Section 7.1(d);
(E) any notice of resignation of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;
(F) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to Section 3.23(f);
(G) any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;
(H) any Assessment of Compliance delivered to the Certificate Administrator;
(I) any Attestation Reports delivered to the Certificate Administrator;
(J) any amendment to this Agreement pursuant to Section 10.1(c).
(K) the “Investor Q&A Forum” pursuant to Section 4.5(a); and
(L) solely to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.5(b). In lieu of the tabs or headings otherwise described above, the Certificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time. In connection with providing, or causing to be provided, access to or copies of the items described in the preceding paragraph pursuant to this Section 8.14(b), the Certificate Administrator shall require: (a) in the case of item Certificateholders, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (viiiexcept that such Certificateholder may provide such information to its auditors, legal counsel and regulators and to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (b) belowin the case of a prospective purchaser of a Certificate or an interest therein or a licensed or registered investment advisor acting on behalf of such purchaser, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. Except as otherwise provided in this Agreement and subject to Section 6.3(a), the CustodianCertificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement. The Certificate Administrator shall not be responsible or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 8.14(b) unless such information was produced by the Certificate Administrator. The obligations of the Certificate Administrator to provide access to those certain documents, information and other items described in this Section 8.14 shall extend only to those such documents, information and other items actually in possession of the Certificate Administrator. The Certificate Administrator may deny any of the foregoing Privileged Persons access to confidential information with respect to which the Certificate Administrator is restricted from disclosing by applicable law.
(c) The Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also make available through its website or otherwise, any CREFC® Reports and any additional information relating to the Whole Loan, the Properties or the Loan Borrowers, for review by any Privileged Person, and subject to Section 10.16 and Section 10.17, the Rating Agencies, in each case except to the extent doing so is prohibited by this Agreement, applicable law or by the Loan Documents. Each of the Servicer and Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor and the Certificate Administrator, enter into an Investor Certification or other confidentiality agreement acceptable to the Servicer or Special Servicer, as the case may be, and (B) acknowledge that the Servicer or the Special Servicer may contemporaneously provide such information to any other Privileged Person. In addition, to the extent access to such information is provided via the Servicer’s or the Special Servicer’s website, the Servicer and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information. In connection with providing access to or copies of the items described in this Section 8.14(c) to current and prospective Certificateholders the form of confidentiality agreement used by the Servicer or the Special Servicer, as applicable, shall require: (a) in the case of a Certificateholder or a licensed or registered investment advisor acting on behalf of such Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (b) in the case of a prospective purchaser of Certificates or interests therein or a licensed or registered investment advisor acting on behalf of such prospective purchaser, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. Except as otherwise provided in this Agreement and subject to Section 6.3(a), neither the Servicer nor the Special Servicer shall be liable for the dissemination of information in accordance with this Agreement. Neither the Servicer nor the Special Servicer shall be responsible or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 8.14(c) unless such information was produced by the Servicer or Special Servicer, as applicable.
(d) The Certificate Administrator shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agencyother than prospective purchasers ) originals and/or or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to are in the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery theretoAdministrator’s possession):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorOffering Circular;
(ii) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since from and after the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.4(a) of this Agreement since the Closing Date;
(iv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1111.7 of this Agreement;
(v) the annual independent public accountants’ servicing report caused to be delivered by the Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 11.9 of this Agreement;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.22 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property the Properties as to which the environmental testing contemplated by Section 9.12(c3.12(d) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or the Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ix) the summary of each Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.10(h) of this Agreement;
(x) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Propertythe Properties, together with the other information specified in Section 8.14 3.18 of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s its or the TrusteeServicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust AdvisorCertificate Administrator, the Custodian or the Trustee Trustee, (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered Appraisals, environmental site assessments, property condition assessments and seismic reports relating to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)Properties; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. 144A. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentencesentence at the reasonable expense of the requesting party. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (GS Mortgage Securities Trust 2016-Gs3), Trust and Servicing Agreement (Gs Mortgage Securities Corp Ii)
Access to Certain Information. (a) On or prior to the date of the first sale of any Non-Registered Certificate to an Independent third party, the Depositor shall provide to the Trustee ten copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate belongs. In addition, if any such private placement memorandum or disclosure document is revised, amended or supplemented at any time following the delivery thereof to the Trustee, the Depositor promptly shall inform the Trustee of such event and shall deliver to the Trustee ten copies of the private placement memorandum or disclosure document, as revised, amended or supplemented. The Trustee shall maintain at its offices primarily responsible for administering the Trust Fund (or at the Primary Servicing Office of the Master Servicer) and shall, upon reasonable advance notice, make available during normal business hours for review by any Holder, Certificate Administrator Owner or prospective transferee of a Certificate or interest therein, originals or copies of the following items: (i) in the case of a Holder, Certificate Owner or prospective transferee of a Non-Registered Certificate or interest therein, any private placement memorandum or other disclosure document relating to the Class of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Trustee; and (ii) in all cases, (A) this Agreement and any amendments hereto entered into pursuant to Section 11.01, (B) all reports required to be delivered to Certificateholders of the relevant Class pursuant to Section 4.02 since the Closing Date, (C) all Officer's Certificates delivered to the Trustee since the Closing Date pursuant to Section 3.13, (D) all accountants' reports delivered to the Trustee since the Closing Date pursuant to Section 3.14, (E) the most recent inspection report prepared by the Master Servicer or Special Servicer and delivered to the Trustee in respect of each Mortgaged Property pursuant to Section 3.12, (F) as to each Mortgage Loan pursuant to which the related Mortgagor is required to deliver such items or the Master Servicer or Special Servicer has otherwise acquired such items, the most recent annual operating statement and rent roll of the related Mortgaged Property and financial statements of the related Mortgagor collected by the Master Servicer or the Special Servicer and delivered to the Trustee pursuant to Section 3.12, (G) 276 any and all notices and reports delivered to the Trustee with respect to any Mortgaged Property securing a Defaulted Mortgage Loan as to which the environmental testing contemplated by Section 3.09(c) revealed that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof was not satisfied (but only for so long as such Mortgaged Property or the related Mortgage Loan are part of the Trust Fund), (H) the respective Mortgage Files, including, without limitation, any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Master Servicer or the Special Servicer and delivered to the Trustee pursuant to Section 3.21 (but only for so long as the affected Mortgage Loan is part of the Trust Fund), (I) copies of any Appraisals required or permitted to be performed pursuant to the terms of this Agreement and delivered to the Trustee, and (J) any and all Officer's Certificates and other evidence delivered to or retained by the Trustee to support the Master Servicer's, Special Servicer's, Trustee's or Fiscal Agent's determination that any Advance was or, if made, would be a Nonrecoverable Advance. Copies of any and all of the foregoing items will be available from the Trustee upon written request; however, the Trustee shall be permitted to require from the requesting Certificateholder payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. In connection with providing access to or copies of the items described in the preceding paragraph, the Trustee may require (a) in the case of Certificate Owners, a written confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a beneficial holder of Certificates, is requesting the information solely for use in evaluating such Person's investment in the Certificates and will otherwise keep such information confidential and (b) in the case of a prospective purchaser, a written confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information solely for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. All Certificateholders, by the acceptance of their Certificates, shall be deemed to have agreed to keep such information confidential. Notwithstanding the foregoing provisions of this Section 8.12(a), the Trustee shall have no responsibility for the accuracy, completeness or sufficiency for any purpose of any information so made available or furnished by it pursuant to this Section 8.12(a).
(b) The Trustee shall provide or cause to be provided to the Depositor, the Master Servicer, and the Custodian shall afford Special Servicer, and to the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, and any Privileged Person other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to the Mortgage Files and any other documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or Loans, the other assets of Serviced B Notes and the Trust that are in its possession or Fund within its controlcontrol which may be required by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person Trustee designated by the Depositor;
(ii) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreementit.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (GMAC Commercial Mortgage Securities, Inc. Series 2005-C1 Trust), Pooling and Servicing Agreement (GMAC Commercial Mortgage Securities, Inc. Series 2005-C1 Trust)
Access to Certain Information. (a) The Certificate Administrator and the Custodian Trustee shall afford to the Depositor, the Master Servicer, the Special Servicer, each Holder of a Class B-3 Certificate, a Class B-4 Certificate or a Class C Certificate, the REMIC Administrator and each Rating Agency and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust that are in its possession or within its controlcontrol that may be required to be provided by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) Trustee shall maintain at its offices (office primarily responsible for administration of the Trust Fund and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) available for review by any Privileged Person (the Depositor, the Rating Agencies, and, subject to Section 5.7 in the case succeeding paragraph, any Certificateholder, Certificate Owner or Person identified to the Trustee as a prospective transferee of a Rating Agency) Certificate or an interest therein, originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
items: (i) the Final Prospectus prospectus and prospectus supplement relating to the Private Placement Memorandum Class S, Class A and Class B-1 Certificates and any private placement memorandum or other disclosure 152 document relating to the Private Certificates, in each case in the form most recently provided to the Certificate Administrator Trustee by the Depositor or by any Person designated by the Depositor;
; (ii) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto;
entered into pursuant to Section 11.01; (iii) all Distribution Date Statements and all CREFC® Trustee Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement 4.02(a) since the Closing Date;
; (iv) all annual statements of compliance Officer's Certificates delivered by the Master Servicer and annual assessments as to compliance delivered the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
3.13; (v) all accountants' reports caused to be delivered by the Master Servicer and the Special Servicer to the Trustee since the Closing Date pursuant to Section 3.14; (vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, Servicer and delivered to the Certificate Administrator Trustee in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
3.12(a); (vii) the most recent quarterly and annual operating statement and rent roll of each related Mortgaged Property and financial statements of the related Mortgagor collected by the Master Servicer or the Special Servicer and delivered to the Trustee pursuant to Section 3.12(b); (viii) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none neither of the conditions set forth in clauses (i), ) and (ii) and (iii) of the first sentence thereof was satisfied;
; (viiiix) all Determination Date Reports, Special Servicer Reports and Operating Statement Analyses delivered to the Trustee since the Closing Date pursuant to Sections 4.02(b) and 4.02(c); (x) each of the Mortgage FileFiles, including including, without limitation, any and all modifications, waivers and amendments of the terms of the a Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or the Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20; (ixxi) the annual, quarterly most recent Appraisal for each Mortgage Loan and monthly operating statements, if any, collected REO Property that has been delivered to the Trustee (such item to be delivered to the Trustee by or on behalf of the Master Servicer or the Special Servicer, as applicable, promptly following its having been obtained or formulated); and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xxii) any and all Officer’s 's Certificates and other evidence delivered to or by the Certificate Administrator Trustee to support its, the Master Servicer’s, 's or the Special Servicer’s or the Trustee’s's, as the case may be, determination that any Advance was (or, if made, would be) , a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator Trustee shall provide, or cause to be provided, provide copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence; however, except in the case of the Rating Agencies, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. In connection with providing access to or copies of the items described in the preceding paragraph, the Trustee shall require (a) in the case of Certificate Owners, a confirmation executed by the requesting Person substantially in the form of Exhibit L-1 hereto generally to the effect that such Person is a beneficial holder of Certificates, is requesting the information solely for use in evaluating such Person's investment in the Certificates and will otherwise keep such information confidential and (b) in the case of a prospective purchaser, confirmation executed by the requesting Person substantially in the form of Exhibit L-2 hereto generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information solely for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. The Certificate Administrator shall not Holders of the Certificates, by their acceptance thereof, will be liable for providing or disseminating deemed to have agreed to keep such information in accordance with the terms of this Agreement.153
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Criimi Mae CMBS Corp), Pooling and Servicing Agreement (Criimi Mae CMBS Corp)
Access to Certain Information. (a) The On or prior to the date of the first sale of any Non-Registered Certificate Administrator to an Independent third party, the Depositor shall provide to the Paying Agent and the Custodian shall afford Trustee three copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate relates. In addition, if any Privileged Person access to such private placement memorandum or disclosure document is revised, amended or supplemented at any documentation (other than Privileged Information identified as such time following the delivery thereof to the Certificate Administrator upon delivery thereto) regarding Trustee and the Mortgage Loans or Paying Agent, the other assets Depositor promptly shall inform the Trustee of such event and shall deliver to the Paying Agent and the Trustee a copy of the Trust that are in its possession private placement memorandum or within its controldisclosure document, as revised, amended or supplemented. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator The Paying Agent (or the Custodian.
(b) The Certificate Administrator (or, in the case of with respect to item (viiiii)(j) below, the CustodianTrustee) shall maintain at its offices (andprimarily responsible for administering the Trust Fund and shall, upon reasonable prior written request and advance notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by any Privileged Holder of a Certificate, the Depositor, the Servicer, the Special Servicer, any Rating Agency or any other Person to whom the Paying Agent (subject to Section 5.7 or the Trustee, if applicable) believes such disclosure is appropriate, originals or copies of the following items: (i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Paying Agent and (ii) in all cases, (a) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders entered into pursuant to Section 5.4 11.01, (b) all statements required to be delivered to Certificateholders of this Agreement the relevant Class pursuant to Section 4.02 since the Closing Date;
, (ivc) all annual statements of compliance and annual assessments as to compliance Officer's Certificates delivered to the Certificate Administrator since Trustee and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Paying Agent since the Closing Date pursuant to Section 13.11;
3.13, (vid) all accountants' reports delivered to the most recent Trustee and the Paying Agent since the Closing Date pursuant to Section 3.14, (e) any inspection report prepared by or on behalf of the Master Servicer, Sub-Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator Trustee and the Paying Agent and Servicer in respect of each Mortgaged Property pursuant to Section 8.17 3.12(a), (f) as to each Mortgage Loan pursuant to which the related Mortgagor is required to deliver such items or the Special Servicer has otherwise acquired such items, the most recent annual operating statement and rent roll of the related Mortgaged Property and financial statements of the related Mortgagor and any other reports of the Mortgagor collected by the Servicer, Sub-Servicer or Special Servicer, as applicable, and delivered to the Paying Agent pursuant to Section 9.3 of this Agreement;
3.12(c), together with the accompanying written reports to be prepared by the Special Servicer and delivered to the Paying Agent pursuant to Section 3.12(b), (viig) any and all notices notices, reports and reports Environmental Assessments delivered to the Certificate Administrator Paying Agent with respect to any Mortgaged Property securing a Defaulted Mortgage Loan as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof was not satisfied (but only for so long as such Mortgaged Property or the related Mortgage Loan are part of the Trust Fund), (iih) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Mortgage Loans (Servicer or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator Paying Agent pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20 (ix) but only for so long as the annual, quarterly and monthly operating statements, if any, collected by or on behalf affected Mortgage Loan is part of the Master Servicer or the Special ServicerTrust Fund), as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xi) any and all Officer’s 's Certificates and other evidence delivered to the Certificate Administrator Paying Agent to support the Master Servicer’s's determination that any P&I Advance or Servicing Advance was or, the Special Servicer’s if made, would be a Nonrecoverable P&I Advance or the Trustee’sNonrecoverable Servicing Advance, as the case may be, determination that (j) any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation and all of the Master ServicerMortgage Loan documents contained in the Mortgage File, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiiik) any Third Party Reports (or updates of Third Party Reports) delivered and all Appraisals obtained pursuant to the Certificate Administrator;
definition of "Appraisal Reduction" herein, (xivl) each information regarding the occurrence of Servicing Transfer Events as to the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website Mortgage Loans and not otherwise listed in this Section 5.6(b); and
(xvm) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Actand all Sub-Servicing Agreements and any amendments thereto and modifications thereof. The Certificate Administrator shall provide, or cause to be provided, copies Copies of any and all of the foregoing items will be available from the Paying Agent upon request; provided, however, that the Paying Agent (or the Trustee, if applicable) shall be permitted to require payment of a sum sufficient to cover the reasonable written costs and expenses of providing such copies, except in the case of copies provided to the Directing Certificateholder or the Rating Agencies, which shall be free of charge (except for extraordinary or duplicate requests). In addition, without limiting the generality of the foregoing, any Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificateholder may upon request from the Paying Agent obtain a copy of any factual report (other than the Asset Status Report) delivered to the Rating Agencies under this Agreement. Nothing contained in this Section 8.12(a) shall be construed to limit the reports and information described on Exhibit N attached hereto and required to be delivered to the Directing Certificateholder without charge. The Class PS-1, Class PS-2, Class PS-3, Class PS-4, Class PS-5, Class PS-6 and Class PS-7 Certificates may, with respect to the One Post Office Square Whole Loan, upon request of the Paying Agent obtain a copy of any factual report (other than the Asset Status Report) delivered to the Rating Agencies under this Agreement.
(b) The Paying Agent shall make available to certain financial market publishers, which initially shall be Bloomberg, L.P., on a monthly basis, all CMSA reports and any other reports required to be delivered by the Paying Agent pursuant to Article IV hereof. If any such information is provided on or before December 30, 2003, the Paying Agent shall make the Prospectus available to Bloomberg, L.P.
(c) Notwithstanding anything to the contrary herein, in addition to the reports and information made available and distributed pursuant to the terms of this Agreement (including the parties information set forth in Section 8.12(a)), the previous sentencePaying Agent shall, in accordance with such reasonable rules and procedures as each may adopt (which may include the requirement that an agreement that provides that such information shall be used solely for purposes of evaluating the investment characteristics of the Certificates be executed), also provide the reports available to Certificateholders pursuant to Section 4.02, as well as certain additional information received by the Paying Agent, to any Certificateholder, the Underwriters, the Placement Agents, any Certificate Owner or any prospective investor identified as such by a Certificate Owner or Underwriter, that requests such reports or information; provided that the Paying Agent, as the case may be, shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing copies of such reports or information.
(d) With respect to any information furnished by the Paying Agent pursuant to this Section 8.12, the Paying Agent shall be entitled to indicate the source of such information and the Paying Agent may affix thereto any disclaimer it deems appropriate in its discretion. The Paying Agent shall notify Certificateholders of the availability of any such information in any manner as it, in its sole discretion, may determine. In connection with providing access to or copies of the items described in the preceding paragraph, the Paying Agent may require (a) in the case of Certificate Administrator Owners, a confirmation executed by the requesting Person substantially in form and substance reasonably acceptable to the Paying Agent, as applicable, generally to the effect that such Person is a beneficial holder of Certificates, is requesting the information solely for use in evaluating such Person's investment in the Certificates and will otherwise keep such information confidential and (b) in the case of a prospective purchaser, confirmation executed by the requesting Person in form and substance reasonably acceptable to the Paying Agent, generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information solely for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. The Paying Agent shall not be liable for providing or disseminating the dissemination of information in accordance with the terms of this Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1), Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Controlling Class Representative) and to the Office of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Trust Loan or the other assets of the Trust Fund that are in its possession or within its controlcontrol (or, upon request, make copies thereof available to any Privileged Person at the reasonable cost and expense of such Privileged Person). Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianAdministrator.
(b) The Certificate Administrator (or, shall make available to Privileged Persons and any Borrower Related Party that certifies to the Certificate Administrator in the case form of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, Exhibit BB-2 that it is a Certificateholder or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case Beneficial Owner of a Rating Agency) originals and/or copies (in paper or electronic form) of Certificate, via the Certificate Administrator’s Website, the following items (to the extent such items were prepared by or delivered to the Certificate Administrator in a readable, uploadable, un-corrupted and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery theretoun-locked electronic format):
(i) The following “deal documents”:
(A) the Final Prospectus and the Private Placement Memorandum Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto; and
(C) the CREFC® Loan Setup File delivered to the Certificate Administrator by the Servicer.
(ii) The following “periodic reports”:
(A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b);
(B) all CREFC® Reports prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a) other than the CREFC® Loan Setup File; and
(C) all Operating Advisor Annual Reports;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;The following “additional documents”:
(ivA) all annual statements summaries of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and Asset Status Reports delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement3.10;
(ixB) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and all inspection reports delivered to the Certificate Administrator for each Mortgaged Property, together with pursuant to Section 3.22; and
(C) all Appraisals delivered to the other information specified in Certificate Administrator pursuant to Section 8.14 of this Agreement3.7(a);
(xiv) The following “special notices”:
(A) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);
(B) any notice of termination of the Servicer, the Special Servicer or the Operating Advisor delivered to the Certificate Administrator pursuant to Section 7.1(c);
(C) any notice of a Servicer Termination Event, Special Servicer Termination Event or Operating Advisor Termination Event delivered to the Certificate Administrator pursuant to Section 7.1(b);
(D) any notice of an Operating Advisor Consultation Event, Consultation Termination Event or Control Termination Event, as determined each month after the Certificate Administrator complies with its obligation to prepare the related Distribution Date Statement pursuant to Section 4.4;
(E) any request by the Certificateholders representing at least 25% of the Voting Rights to terminate the Special Servicer or the Operating Advisor pursuant to Section 7.1(e) or Section 3.29(i), as applicable;
(F) any notice of resignation of the Trustee, Certificate Administrator or the Operating Advisor and any notice of the acceptance of appointment by the successor Trustee, successor Certificate Administrator or the successor Operating Advisor pursuant to Section 8.7;
(G) any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related report prepared by the Operating Advisor in connection with such recommendation;
(H) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors theretopursuant to Section 3.23(f);
(xiiI) all any Special NoticesNotice delivered to the Certificate Administrator pursuant to Section 5.6;
(xiiiJ) any Third Party Reports (or updates Assessment of Third Party Reports) Compliance delivered to the Certificate Administrator;
(xivK) each of the other documents made available by any Attestation Reports delivered to the Certificate Administrator under Administrator; and
(L) any amendment to this Agreement;
(v) subject to Section 5.4(a) 3.30(b), the following “risk retention special notices”, if any, shall also be posted to the “Risk Retention Special Notices” tab on the Certificate Administrator’s Website Website:
(A) to the extent provided by the Retaining Sponsor, the fair value of the Class HRR Certificates as of the Closing Date and not otherwise listed the fair value of the “eligible horizontal residual interest” (as such term is defined in this the Credit Risk Retention Rules) that the Retaining Sponsor would have been required to retain under the Credit Risk Retention Rules;
(B) to the extent provided by the Retaining Sponsor, any material differences between (a) the valuation methodology or any of the key inputs and assumptions that were used in calculating the fair value or range of fair values disclosed in the preliminary Offering Circular under the heading “Credit Risk Retention” prior to the pricing of the Certificates and (b) the valuation methodology or the key inputs and assumptions that were used in calculating the fair values referred to in item (v)(A) above; and
(C) to the extent provided by the Retaining Sponsor, any noncompliance of the applicable Credit Risk Retention Rules by the Third-Party Purchaser or a successor third party purchaser as and to the extent the Retaining Sponsor is required under the Credit Risk Retention Rules.
(vi) the “Investor Q&A Forum” pursuant to Section 5.6(b4.5(a); and
(xvvii) any other information in solely to Certificateholders and Beneficial Owner of Certificates, the possession “Investor Registry” pursuant to Section 4.5(b). In lieu of the tabs or headings otherwise described above, the Certificate Administrator that shall be authorized to use such other headings and labels as it may be necessary reasonably determine from time to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Acttime. The Certificate Administrator shall provideshall, in addition to posting the applicable notices on the “risk retention special notices” tab described in clause (v) above, provide email notification to any Privileged Person (other than Financial Market Publishers) that has registered to receive access to the Certificate Administrator’s Website that a notice has been posted to the “risk retention special notices” tab. In connection with providing, or cause causing to be provided, access to or copies of the items described in the preceding paragraph pursuant to this Section 8.14(b), the Certificate Administrator shall require: (a) in the case of Certificateholders, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide such information to its auditors, legal counsel and regulators and to any and all of other Person that holds or is contemplating the foregoing items upon reasonable written request purchase of any of the parties set forth Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (b) in the previous sentencecase of a prospective purchaser of a Certificate or an interest therein or a licensed or registered investment advisor acting on behalf of such purchaser, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. The Certificate Administrator shall, in addition to posting the applicable notices on the “Risk Retention Special Notices” tab described in clause (v) above, include a fixed statement in the Distribution Date Statement that risk retention notices, if any, can be found on the “Risk Retention Special Notices” tab. Upon delivery by the Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and the 17g-5 Information Provider) of information designated by the Depositor as having been previously made available to NRSROs by the Depositor (the “Pre-Closing 17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing 17g-5 Information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this Section 8.14(b). The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other information on the 17g-5 Information Provider’s Website to any designee or other third party. Except as otherwise provided in this Agreement and subject to Section 6.3(a), the Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement. The Certificate Administrator shall not be responsible or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 8.14(b) unless such information was produced by the Certificate Administrator. The obligations of the Certificate Administrator to provide access to those certain documents, information and other items described in this Section 8.14 shall extend only to those such documents, information and other items actually in possession of the Certificate Administrator. The Certificate Administrator may deny any of the foregoing Privileged Persons access to confidential information with respect to which the Certificate Administrator is restricted from disclosing by applicable law.
(c) The Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also make available through its website or otherwise, any CREFC® Reports and any additional information relating to the Whole Loan, the Property or the Loan Borrower, for review by any Privileged Person and any Borrower Related Party that certifies to the Certificate Administrator in the form of Exhibit BB-2 that it is a Certificateholder or Beneficial Owner of a Certificate, and subject to Section 10.16 and
Appears in 2 contracts
Sources: Trust and Servicing Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C39)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the related Directing Holder) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery theretoin electronic format):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus Supplement;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.10 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Serviced Loan PairsCombination) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc27)
Access to Certain Information. (a) The Trustee shall provide or cause to be provided to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator and the Custodian shall afford Rating Agencies, and to the OTS, the FDIC, and any Privileged Person other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to the Mortgage Files and any other documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of and the Trust Fund, that are in its possession or is within its controlcontrol that may be required by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) Promptly following the first sale of any Non-Registered Certificate to an Independent third party, the Depositor shall provide to the Trustee and the Certificate Administrator ten copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate belongs. In addition, if any such private placement memorandum or disclosure document is revised, amended or supplemented at any time following the delivery thereof to the Trustee and the Certificate Administrator, the Depositor promptly shall inform the Trustee and the Certificate Administrator of such event and shall deliver to the Trustee and the Certificate Administrator ten copies of the private placement memorandum or disclosure document, as revised, amended or supplemented. The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (andCorporate Trust Office and shall on behalf of the Depositor, upon reasonable prior advance written request and notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by each Rating Agency and by any Privileged Certificateholder or any Certificate Owner or any Person identified to the Certificate Administrator by a Certificateholder or a Certificate Owner as a prospective transferee of a Certificate or interest therein, originals or copies of the following items: (subject to Section 5.7 i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Administrator; and (ii) this Agreementin all cases, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iiiA) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be Officer's Certificates delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
11.09, (viB) all accountants' reports delivered to the Certificate Administrator since the Closing Date pursuant to Section 11.11, (C) the most recent inspection report report, together with any related additional written or electronic information, prepared by or obtained by, or on behalf of of, the Master Servicer or the Special Servicer, as applicablethe case may be, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 3.12(a), (D) all Mortgagor financial statements and Mortgaged Property operating statements and rent rolls, together with any related additional written or electronic information, delivered to the Trustee and the Certificate Administrator by the Master Servicer or the Special Servicer pursuant to Section 9.3 of this Agreement;
3.12(b), (viiE) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property securing a Defaulted Serviced Loan as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof was not satisfied or that any remedial, corrective or other further action contemplated in such clauses is required (but only for so long as such Mortgaged Property or the related Mortgage Loan is part of the Trust Fund), (iiF) and (iii) thereof was satisfied;
(viii) all documents constituting the Mortgage FileFiles, including including, without limitation, any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or a Loan Pairs) entered into or consented to by the Master Servicer or the Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20 (ix) but, in each case, only for so long as the annual, quarterly and monthly operating statements, if any, collected by or on behalf related Mortgage Loan is part of the Master Servicer or the Special ServicerTrust Fund) and, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xG) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities ActAsset Status Report. The Certificate Administrator shall provide, or cause to be provided, copies Copies of any and all of the foregoing items are to be available from the Trustee or the Certificate Administrator, as applicable, upon request; however, the Trustee or the Certificate Administrator, as applicable, shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such service. In connection with providing access to or copies of the items described in the immediately preceding paragraph of this Section 8.12(b), the Trustee or the Certificate Administrator, as applicable, may require, unless the Depositor directs otherwise, (i) in the case of Certificate Owners, a written request confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee or the Certificate Administrator, as applicable, generally to the effect that such Person is a beneficial holder of Certificates and will keep such information confidential and (ii) in the case of any prospective purchaser of the parties set forth a Certificate or, in the previous sentencecase of a Book-Entry Certificate, of a beneficial ownership interest therein, a written confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee or the Certificate Administrator, as applicable, generally to the effect that such Person is a prospective purchaser of a Certificate or a beneficial ownership interest therein, is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. The All Certificateholders, by acceptance of their Certificates, shall be deemed to have agreed to keep such information confidential, except to the extent that the Depositor grants written permission to the contrary. Notwithstanding the preceding sentences of this paragraph, neither the Trustee nor the Certificate Administrator shall not be liable have any responsibility for providing the accuracy, completeness or disseminating sufficiency of any information so made available or furnished by it in accordance with the terms of this Agreementmanner described in the immediately preceding paragraph.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-5), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2008-Ls1)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(ii) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® CREFC Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the Controlling Class Representative) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery theretoin electronic format):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus Supplement;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports CREFC reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.09 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer or the Other Master Servicer or Other Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Operating Advisor, the Custodian Certificate Administrator, the Trustee, Other Master Servicer, Other Special Servicer or the Other Trustee (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)electronic format; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj9), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj9)
Access to Certain Information. (a) The Certificate Administrator Administrator, Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Trust Advisor, the Master Servicers, the Special Servicers, the Subordinate Class Representative and the Majority Subordinate Certificateholder and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):in electronic format via electronic mail in accordance with Section 12.06:
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto hereto;
(C) the CREFC® Loan Setup File prepared by the Master Servicers and delivered to the Certificate Administrator;
(ii) the following documents, which shall be made available under a tab or theretoheading designated “SEC filings”:
(A) each report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system (within one Business Day of filing);
(iii) all the following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since 4.02(a);
(B) the Closing DateCREFC® reports (other than the CREFC® Loan Setup File) prepared by, or delivered to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
(C) each Trust Advisor Annual Report;
(iv) all annual statements the following documents, which shall be made available under a tab or heading designated “additional documents”:
(A) summaries of compliance Final Asset Status Reports pursuant to Section 3.24(a);
(B) inspection reports pursuant to Section 3.12(a); and
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(v) the following documents, which shall be made available under a tab or heading designated “special notices”:
(A) notice of final distribution on the Certificates pursuant to Section 9.01;
(B) notice of termination of a Master Servicer and/or a Special Servicer under Section 7.02;
(C) notice of a Servicer Termination Event with respect to a Master Servicer or a Special Servicer pursuant to Section 7.01;
(D) notice of the resignation of any party to this Agreement and annual assessments as notice of the acceptance of appointment to such party, to the extent such notice is prepared or received by the Certificate Administrator pursuant to Section 3.23, Section 3.28(r), Section 5.07(c), Section 6.04, Section 8.06, Section 8.07 or Section 8.11;
(E) Officer’s Certificates supporting the determination that any Advance was (or, if made, would be) a Nonrecoverable Advance pursuant to Section 3.11(h) or Section 4.03(c);
(F) any Special Notice by a Certificateholder that wishes to communicate with others, pursuant to this Agreement;
(G) any assessment of compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectivelySection 11.13;
(vH) all annual independent public accountants’ servicing any attestation reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.1111.13;
(I) any reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of a Special Servicer’s net present value and Appraisal Reduction Amount calculations pursuant to Section 3.28(d) and Section 3.28(e);
(J) any recommendation received by the Certificate Administrator from the Trust Advisor for the termination of a Special Servicer during any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the Certificateholders to terminate a Special Servicer in response to such recommendation, pursuant to Section 6.05(c);
(K) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of a Special Servicer during any period when such Certificateholders are entitled to make such a proposal, and any direction of the requisite percentage of the Certificateholders to terminate such Special Servicer in response to such proposal, pursuant to Section 6.05(b); and
(L) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust Advisor in response to such proposal, pursuant to pursuant to Section 3.28(n);
(vi) the most recent inspection report prepared by Investor Q&A Forum, which shall be made available under a tab or on behalf heading designated “Investor Q&A Forum”, pursuant to Section 8.12(d); and
(vii) the Investor Registry (solely to Certificateholders and Certificate Owners), which shall be made available under a tab or heading designated “Investor Registry”, pursuant to Section 8.12(e). In lieu of the Master Servicer tabs or headings otherwise described above, the Special ServicerCertificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time. The Certificate Administrator shall make available at its offices, as applicableduring normal business hours, and delivered for review by any Privileged Person who certifies to the Certificate Administrator substantially in respect the form of each Mortgaged Property pursuant Exhibit K-1 hereto (other than a Rating Agency or NRSRO), originals or copies of, among other things, the following items (to Section 8.17 the extent such items are in its possession) (except to the extent not permitted by applicable law or Section 9.3 under any of this Agreement;the related Mortgage Loan Documents):
(viiA) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfiedenvironmental issues;
(viiiB) the most recent annual (or more frequent, if available) operating statements, rent rolls or, with respect to Co-op Mortgage Loans, maintenance schedules (to the extent such rent rolls or maintenance schedules have been made available by the related Borrower) and/or lease summaries and retail “sales information,” if any, collected by or on behalf of the applicable Master Servicer or the applicable Special Servicer with respect to each Mortgaged Property;
(C) the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the a Mortgage Loans (Loan or the A/B Whole Loans or Serviced Loan Pairs) Combination entered into or consented to by the applicable Master Servicer or and/or the applicable Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xvD) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A 144A; and
(E) each of the documents made available by the Certificate Administrator via the Certificate Administrator’s Website pursuant to this subsection (b). The Rating Agencies and NRSROs shall be afforded access to the Investor Q&A Forum but shall not be afforded a means to submit questions on the Investor Q&A Forum. The Rating Agencies and NRSROs shall not be afforded access to the Investor Registry. The Depositor, hereby authorizes the Certificate Administrator to make available to Bloomberg Financial Markets, L.P., T▇▇▇▇, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., C▇▇▇.▇▇▇, Inc. or such other vendor chosen by the Depositor, that submits to the Certificate Administrator a certification in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section 8.12(b) to Privileged Persons; provided that the Certificate Administrator shall not have such authority to the extent such disclosure would violate another provision of this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information).
(c) The Rule 17g-5 Information Provider shall make available to the Rating Agencies, the Depositor and to NRSROs the following items by means of the Rule 17g-5 Information Provider’s Website, provided such items have been delivered to the Rule 17g-5 Information Provider by means of electronic mail in accordance with Section 12.06 (or by such other electronic means suitable for posting as shall be established or approved by the Rule 17g-5 Information Provider or as may be necessary or beneficial, in each case as designated in writing to the Master Servicers, Special Servicers, Certificate Administrator and Trustee) with “WFRBS 2014-C20” included in the subject line of such electronic mail and with a brief identification of such information in the body of such electronic mail:
(A) Asset Status Reports pursuant to Section 3.24;
(B) environmental reports pursuant to Section 3.09(c);
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(D) any assessments of compliance pursuant to Section 11.13;
(E) any attestation reports pursuant to Section 11.13;
(F) any notice relating to a Special Servicer’s determination to take action under this Agreement without receiving Rating Agency Confirmation pursuant to Section 3.27(a);
(G) copies of requests or questions that were submitted by the Securities ActRating Agencies to a Master Servicer, a Special Servicer, the Certificate Administrator or Trustee pursuant to Section 3.27;
(H) any requests for Rating Agency Confirmation delivered to the Rule 17g-5 Information Provider pursuant to Section 3.27;
(I) notice of any resignation of the Trustee or the acceptance of appointment by the successor Trustee or merger or consolidation of the Trustee pursuant to Section 8.07;
(J) notice of any resignation of the Certificate Administrator or the acceptance of appointment by the successor Certificate Administrator or merger or consolidation of the Certificate Administrator pursuant to Section 8.07;
(K) Officer’s Certificates supporting determinations relating to Nonrecoverable Advances and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections on the Mortgage Pool pursuant to Section 3.11(h) and Section 4.03(c);
(L) all notices of the occurrence of a Servicer Termination Event and any notice of the termination of a Master Servicer or a Special Servicer pursuant to Section 7.01 and Section 7.02;
(M) the Trust Advisor Annual Reports prepared by the Trust Advisor pursuant to Section 3.28(a);
(N) certain responses or notices from the parties to this Agreement to information posted on the Certificate Administrator’s Website;
(O) any notice of an amendment of this Agreement to change the procedures related to Rule 17g-5 information pursuant to Section 3.27(h);
(P) any summary of oral communications with the Rating Agencies regarding any of the above written materials or regarding any request for a Rating Agency Confirmation or regarding any of the Mortgage Loan Documents or any matter related to the Certificates, Mortgage Loans, any Serviced Loan Combination, the related Mortgaged Properties, the related Borrowers or any other matters related to this Agreement or the Intercreditor Agreements related to any Serviced Loan Combination, pursuant to Section 3.27(g);
(Q) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement; and
(R) the Rating Agency Q&A Forum and Servicer Document Request Tool under Section 8.12(g).
(d) The Certificate Administrator shall make a question-and-answer forum (the “Investor Q&A Forum”) available to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders and Certificate Owners may submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, or to the applicable Master Servicer or the applicable Special Servicer relating to servicing reports prepared by that party, the Serviced Mortgage Loans, Serviced Loan Combinations or the related Mortgaged Properties, and where Privileged Persons may view previously submitted inquiries and related answers. The Certificate Administrator will forward such inquiries to the appropriate person. The Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that (i) answering the inquiry would not be in the best interests of the Trust and/or the Certificateholders, (ii) answering the inquiry would be in violation of applicable law or the Mortgage Loan Documents, (iii) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable, or (iv) answering the inquiry is otherwise not advisable to answer, in which case the Certificate Administrator shall not post such inquiry on the Investor Q&A Forum. The Certificate Administrator shall providepost the inquiries and related answers on the Investor Q&A Forum, subject to the immediately preceding sentence and subject to and in accordance with this Agreement; provided that posting the inquiries and related answers on the Investor Q&A Forum shall not require a separate delivery of such inquiries and answers to the Rule 17g-5 Information Provider. In addition, no party will post or cause otherwise disclose direct communications with the Subordinate Class Representative as part of its response to any inquiries. The Investor Q&A Forum may not reflect questions, answers, and other communications which are not submitted through the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be providedanswers from any other person, copies of any including the Depositor and all the Underwriters. None of the foregoing items upon reasonable written request Underwriters, Depositor, any of their respective Affiliates or any other Person will certify as to the accuracy of any of the parties set forth information posted in the previous sentenceInvestor Q&A Forum, and no Person other than the respondent will have any responsibility or liability for the content of any such information.
(e) The Certificate Administrator shall make the “Investor Registry” available to any Certificateholder and beneficial owner via the Certificate Administrator’s Website. Certificateholders and Certificate Owners may register on a voluntary basis for the Investor Registry and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with the requirements provided for in the other provisions of this Agreement.
(f) The Certificate Administrator’s Website shall initially be located at w▇▇.▇▇▇▇▇▇▇.▇▇▇. Access shall be provided by the Certificate Administrator to Privileged Persons. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for providing or disseminating the dissemination of information in accordance with the terms of this Agreement.. The Certificate Administrator shall make no representations or warranties as to the accuracy or completeness of such documents and shall assume no responsibility for them. The Certificate Administrator shall not be deemed to have knowledge of any information posted on its website solely by virtue of such posting. In addition, the Certificate Administrator may disclaim re
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C20)
Access to Certain Information. (a) The Certificate Administrator Trustee shall provide or cause to be provided to the Depositor, the Master Servicer, the Special Servicer and the Custodian shall afford Rating Agencies, and to the OTS, the FDIC, and any Privileged Person other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to the Mortgage Files and any other documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of and the Trust Fund, that are in its possession or is within its controlcontrol that may be required by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Promptly following the first sale of any Non-Registered Certificate Administrator (or, in the case of item (viii) belowto an Independent third party, the Custodian) Depositor shall provide to the Trustee ten copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate belongs. In addition, if any such private placement memorandum or disclosure document is revised, amended or supplemented at any time following the delivery thereof to the Trustee, the Depositor promptly shall inform the Trustee of such event and shall deliver to the Trustee 10 copies of the private placement memorandum or disclosure document, as revised, amended or supplemented. The Trustee shall maintain at its offices (andCorporate Trust Office and shall on behalf of the Depositor, upon reasonable prior advance written request and notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by each Rating Agency and by any Privileged Certificateholder or any Certificate Owner or any Person identified to the Trustee by a Certificateholder or a Certificate Owner as a prospective transferee of a Certificate or interest therein, originals or copies of the following items: (subject to Section 5.7 i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Trustee; and (ii) this Agreementin all cases, each sub-servicing agreement (A) all Officer's Certificates delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
3.13, (viB) all accountants' reports delivered to the Trustee since the Closing Date pursuant to Section 3.14, (C) the most recent inspection report report, together with any related additional written or electronic information, prepared by or obtained by, or on behalf of of, the Master Servicer or the Special Servicer, as applicablethe case may be, and delivered to the Certificate Administrator Trustee in respect of each Mortgaged Property pursuant to Section 8.17 3.12(a), (D) all Mortgagor financial statements and Mortgaged Property operating statements and rent rolls, together with any related additional written or electronic information, delivered to the Trustee by the Master Servicer or the Special Servicer pursuant to Section 9.3 of this Agreement;
3.12(b), (viiE) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property securing a Defaulted Mortgage Loan as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof was not satisfied or that any remedial, corrective or other further action contemplated in such clauses is required (but only for so long as such Mortgaged Property or the related Mortgage Loan is part of the Trust Fund), (iiF) and (iii) thereof was satisfied;
(viii) all documents constituting the Mortgage FileFiles, including including, without limitation, any and all modifications, waivers and amendments of the terms of the a Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or the Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20 (ix) but, in each case, only for so long as the annual, quarterly and monthly operating statements, if any, collected by or on behalf related Mortgage Loan is part of the Master Servicer or the Special Servicer, as applicable, Trust Fund) and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xG) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities ActAsset Status Report. The Certificate Administrator shall provide, or cause to be provided, copies Copies of any and all of the foregoing items are to be available from the Trustee upon request; however, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such service. In connection with providing access to or copies of the items described in the immediately preceding paragraph of this Section 8.12(b), the Trustee may require, unless the Depositor directs otherwise, (i) in the case of Certificate Owners, a written request confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a beneficial holder of Certificates and will keep such information confidential and (ii) in the case of any prospective purchaser of the parties set forth a Certificate or, in the previous sentencecase of a Book-Entry Certificate, of a beneficial ownership interest therein, a written confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a prospective purchaser of a Certificate or a beneficial ownership interest therein, is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. The Certificate Administrator All Certificateholders, by acceptance of their Certificates, shall not be liable for providing or disseminating deemed to have agreed to keep such information in accordance with confidential, except to the terms extent that the Depositor grants written permission to the contrary. Notwithstanding the preceding sentences of this Agreementparagraph, the Trustee shall have no responsibility for the accuracy, completeness or sufficiency of any information so made available or furnished by it in the manner described in the immediately preceding paragraph.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc)
Access to Certain Information. (a) The Certificate Administrator and the Custodian Trustee shall afford to the Master Servicer, the Special Servicer and the Depositor, and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Trust Mortgage Loans or the other assets of the Trust that are in its possession or within its controlcontrol that may be required to be provided by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) Trustee shall maintain at in its offices (possession and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) available at its offices for review by any Privileged Person (the Depositor, the Rating Agencies, the Serviced Non-Trust Mortgage Loan Noteholders and their respective designees, the Controlling Class Representative and, subject to Section 5.7 in the case succeeding paragraph, any Certificateholder, Certificate Owner or Person identified to the Trustee as a prospective Transferee of a Rating Agency) Certificate or an interest therein, originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
items: (i) the Final Prospectus and the Private Placement Memorandum Prospectus, any private placement memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator Trustee by the Depositor or by any Person designated by the Depositor;
; (ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator Trustee since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
; (iii) all Distribution Date Statements and all CREFC® Certificateholder Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement 4.02(a) since the Closing Date;
; (iv) all annual statements of compliance Annual Performance Certifications delivered by the Master Servicer and annual assessments as to compliance delivered the Special Servicer, respectively, to the Certificate Administrator Trustee since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
Date; (v) all annual independent public accountants’ servicing reports Annual Accountants' Reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or and the Special Servicer, as applicablerespectively, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
Trustee since the Closing Date; (viivi) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i), ) and (ii) and (iii) of the first sentence thereof was not satisfied;
; (viiivii) each of the Mortgage FileFiles, including any and all modifications, extensions, waivers and amendments of the terms of the a Trust Mortgage Loans (Loan or the A/B Whole Loans or Serviced Non-Trust Mortgage Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20; (ixviii) the annual, quarterly most recent appraisal for each Mortgaged Property and monthly operating statements, if any, collected REO Property that has been delivered to the Trustee (each appraisal obtained hereunder with respect to any Mortgaged Property or REO Property to be delivered to the Trustee by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
promptly following its having been obtained); (xix) any and all Officer’s 's Certificates and other evidence delivered to or by the Certificate Administrator Trustee to support its, the Master Servicer’s's, the Special Servicer’s 's or the Trustee’sFiscal Agent's, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
; (x) any and all information provided to the Trustee pursuant to Section 6.11(a) or Section 6.12(a); (xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or any exception report prepared by the Trustee (and appointments of successors theretopursuant to Section 2.02(b);
; (xii) all Special Notices;
notices of a breach of representation and warranty given by or received by the Trustee with respect to any party hereto; (xiii) any Third Party Reports (or updates of Third Party Reports) Officer's Certificate delivered to the Certificate Administrator;
Trustee by the Special Servicer in connection with a Final Recovery Determination pursuant to Section 3.09(h); and (xiv) each of any and all reports, statements and other written or electronic information relating to an Outside Serviced Trust Mortgage Loan, the other documents made available related Mortgaged Property and/or the borrower under such related Outside Serviced Trust Mortgage Loan, to the extent such items were received by the Certificate Administrator under Section 5.4(a) on Master Servicer from a related Outside Servicer or the Certificate Administrator’s Website related Outside -305- Trustee and not otherwise listed in this Section 5.6(b); and
(xv) any other information in delivered to the possession of Trustee since the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities ActClosing Date. The Certificate Administrator Trustee shall provide, or cause to be provided, provide copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence; however, except in the case of the Rating Agencies, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Trustee to the Trustee's reasonable satisfaction, the Trustee shall request from the Master Servicer copies (at the expense of such Certificateholder or Certificate Owner if the Master Servicer or Special Servicer charges a fee to cover the reasonable cost of making such copies available) of any inspection reports prepared by the Master Servicer or the Special Servicer, copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer and copies of any CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets prepared by the Master Servicer or the Special Servicer; and, upon receipt, the Trustee shall make such items available to the requesting Certificateholder or Certificate Owner. In connection with providing access to or copies of the items described in the preceding paragraph, the Trustee shall require: (i) in the case of Certificateholders and Certificate Owners, a written confirmation executed by the requesting Person substantially in the form of Exhibit L-1 (or in such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person is a Certificateholder or a beneficial holder of Book-Entry Certificates and will keep such information confidential (except that such Certificateholder or Certificate Owner may provide such information to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (ii) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit L-2 (or in such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential.
(c) The Certificate Administrator Trustee shall not be liable for providing or disseminating information in accordance with the terms of this AgreementSection 8.14(a) or (b).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C5), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C5)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford or cause to be afforded to any Non-Restricted Privileged Person (other than the Rating Agencies) and to the Office of Thrift Supervision, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Trust Interest Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Loan or the other assets of the Trust that are in its possession or within its control, including without limitation:
(i) the Mortgage Loan File, including any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator (or a Custodian on its behalf);
(ii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Property, and
(iii) all notices and reports delivered to the Certificate Administrator with respect to any Property as to which environmental testing revealed any failure of such Property to comply with any applicable law, including any Environmental Law, or which revealed an environmental condition present at a Property requiring further investigation, testing, monitoring, containment, clean up, or remediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Administrator, the Trustee or the Custodian, as applicable. The Certificate Administrator (or a Custodian on its behalf) shall provide copies of the items described in this Section 8.14(a) above upon reasonable written request to the Trust Interest Owners. The Certificate Administrator (or a Custodian on its behalf) may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator (or a Custodian on its behalf) to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Trust Interests, is requesting the information solely for use in evaluating its investment in the Trust Interests and shall otherwise keep the information confidential. Trust Interest Owners, by the acceptance of their Certificates or Uncertificated VRR Interest, as applicable, shall be deemed to have agreed to keep this information confidential.
(b) The Certificate Administrator shall make available to Non-Restricted Privileged Persons (or, solely in the case of item (viii) belowthe Distribution Date Statements, all Privileged Persons), via the Custodian) shall maintain at its offices (andCertificate Administrator’s Website, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such in electronic format to the Certificate Administrator upon delivery thereto▇▇▇.▇▇▇▇▇▇▇.▇▇▇):
(i) The following “deal documents”:
(A) the Final Prospectus and the Private Placement Memorandum Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Trust Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iiiC) the CREFC® loan setup file, delivered to the Certificate Administrator by the Servicer; and
(D) the Additional Tenant Information (which shall only be provided or made available to a Non-Restricted Privileged Person who has provided the Certificate Administrator with an Investor Certification in the form of Exhibit K-4).
(ii) The following “periodic reports”:
(A) all Distribution Date Statements and prepared by the Certificate Administrator pursuant to Section 4.4(b);
(B) all CREFC® Reports actually (other than the CREFC® loan setup file) prepared by, or delivered or otherwise made available to Certificateholders to, the Certificate Administrator pursuant to Section 5.4 of this Agreement since the Closing Date;3.18(a); and
(ivC) all annual financial information (including, without limitation, rent rolls, financial statements, financial reports, operating statements, balance sheets, statements of compliance cash flow, profit and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 loss statements and 13.10, respectively;
(voperating budgets) all annual independent public accountants’ servicing and other periodic Property reports caused to be delivered to the Certificate Administrator since the Closing Date provided pursuant to Section 13.11;
3.18(c) (vi) the most recent inspection report prepared provided they are received by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;Administrator).
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;The following “additional documents”:
(viiiA) the Mortgage File, including summaries of any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 8.18 3.10;
(B) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22;
(C) all Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);
(D) all reports delivered to the Certificate Administrator pursuant to Section 3.12(d); and
(E) any notice or Section 9.5 documents provided to the Certificate Administrator by the Depositor or (pursuant to the terms of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and directing the Certificate Administrator to post;
(iv) The following “special notices”:
(A) any notice of final payment on the Trust Interests delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in pursuant to Section 8.14 of this Agreement4.1(i);
(xB) any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c);
(C) any notice of a Servicer Termination Event or Special Servicer Termination Event received by the Certificate Administrator pursuant to Section 7.1(b);
(D) notice of any request by the Certificateholders representing at least 25% of the Voting Rights for a vote to terminate and replace the Special Servicer pursuant to Section 7.1(d);
(E) any notice of resignation or removal of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.6(b);
(F) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master ServicerBack-Up Advancing Agent’s, the Special Servicer’s or the TrusteeSpecial Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to Section 3.23(g);
(xiG) notice of termination or resignation any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;
(H) any amendment to this Agreement pursuant to Section 11.1;
(I) any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;
(J) all Officers’ Certificates and accountants’ reports delivered to the Certificate Administrator since the Closing Date;
(K) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.20; and
(L) identification of the Master commencement of a CCR Consultation Period or a CCR Consultation Termination Period, and of the termination of a CCR Control Period or CCR Consultation Period;
(v) the “Investor Q&A Forum” pursuant to Section 4.5(a);
(vi) solely to Certificateholders, Beneficial Owners of Certificates and the Uncertificated VRR Interest Owners, the “Investor Registry” pursuant to Section 4.5(b);
(vii) the “U.S. Risk Retention” tab (which shall include, without limitation, any notice from the Depositor or the Retaining Sponsor regarding any matter related to the U.S. Credit Risk Retention Rules); and
(viii) the “EU Risk Retention” tab. The foregoing information shall be made available by the Certificate Administrator on the Certificate Administrator’s Website promptly following receipt. In addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described above, the Certificate Administrator shall provide e-mail notification to any Privileged Person (other than Financial Market Publishers) that has registered to receive access to the Certificate Administrator’s website that a notice has been posted to the “U.S. Risk Retention Special Notices” tab. The “EU Risk Retention” tab shall be available to Privileged Persons (other than any Financial Market Publisher). The Depositor shall deliver the Additional Tenant Information to the Certificate Administrator on the Closing Date. To the extent received from the Depositor, the Certificate Administrator shall provide access to the Additional Tenant Information via the Certificate Administrator’s Website to any Non-Restricted Privileged Person who has delivered via electronic mail to the Certificate Administrator an Investor Certification in the form of Exhibit K-4. The 17g-5 Information Provider shall make available solely to the Rating Agencies and to NRSROs the following items to the extent such items are delivered to it via email at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “BX Commercial Mortgage Trust 2024-BIO2” and an identification of the type of information being provided in the body of the email, or via any alternate email address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:
(i) any Asset Status Report delivered by the Special Servicer pursuant to Section 3.10(h);
(ii) any Environmental Reports delivered by the Special Servicer under Section 3.12(d);
(iii) any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;
(iv) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.20;
(v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.7(a);
(vi) any information requested by the Depositor or the Rating Agencies pursuant to Section 3.21(c) (it being understood the 17g-5 Information Provider shall not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such information as provided in Section 3.21(c));
(vii) any notices to the Rating Agencies relating to the Servicer’s or Special Servicer’s determination to take action without receiving a Rating Agency Confirmation as set forth in Section 3.27(a);
(viii) any requests for a Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.27(a);
(ix) all notices of termination, resignation or assignment of rights and duties of the Servicer, the Special Servicer, the Trust Advisor, the Custodian Certificate Administrator or the Trustee (and appointments of successors thereto)to the Servicer, the Special Servicer, the Certificate Administrator or the Trustee) received by the 17g-5 Information Provider;
(x) any transaction documents relating to this transaction delivered to the 17g-5 Information Provider by the Depositor;
(xi) any other information delivered to the 17g-5 Information Provider pursuant to this Agreement;
(xii) all Special Noticesany summary of oral communications with the Rating Agencies that are delivered to the 17g-5 Information Provider pursuant to Section 8.14(d); provided that the summary of such oral communications shall not attribute which Rating Agency the communication was with;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered amendment to the Certificate Administratorthis Agreement pursuant to Section 11.1;
(xiv) each notice of final payments on the other documents Trust Interests;
(xv) the Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(d);
(xvi) any notice of amendment of a Trust Loan Purchase Agreement delivered to the 17g-5 Information Provider pursuant to Section 19 of such Trust Loan Purchase Agreement;
(xvii) any notices delivered to the 17g-5 Information Provider pursuant to Section 3.28(c); and
(xviii) any notice of a Servicer Termination Event or Special Servicer Termination Event delivered to the 17g-5 Information Provider pursuant to Section 7.1(b) The foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall post the foregoing information on the 17g-5 Information Provider’s Website on the same Business Day of receipt of such information if received by 2:00 p.m., New York City time, or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m., New York City time, and shall, promptly following the posting of such information to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (i) each registered Rating Agency and other NRSRO and (ii) upon request, the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail of the posting of such information on the 17g-5 Information Provider’s Website (provided that if the Servicer or Special Servicer has registered for access to the 17g-5 Information Provider’s Website, such party will automatically receive notification when such item has been posted and no request shall be required). Neither the Certificate Administrator under Section 5.4(a) on nor the 17g-5 Information Provider shall have any obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any information is delivered or posted in error, the Certificate Administrator or the 17g-5 Information Provider, as applicable, may remove it from the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in or the possession 17g-5 Information Provider’s Website, as applicable. None of the Trustee, the Certificate Administrator that may or the 17g-5 Information Provider have obtained nor shall any of them be necessary deemed to satisfy have obtained actual knowledge of any information posted to the requirements of subsection (d)(4)(i) of Rule 144A under 17g-5 Information Provider’s Website to the Securities Actextent such information was not produced by the Trustee or the Certificate Administrator, as applicable. The Certificate Administrator has not obtained and shall providenot be deemed to have obtained actual knowledge of any information posted to the Certificate Administrator’s Website to the extent such information was not produced by the Certificate Administrator. Access to the 17g-5 Information Provider’s Website will be provided by the 17g-5 Information Provider to (i) the Rating Agencies upon registration at the 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the 17g-5 Information Provider’s Website as a user thereof and upon receipt by the 17g-5 Information Provider of an NRSRO Certification. If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or cause if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to be submit multiple email addresses for receipt of notices, including a general email address; provided, copies of any and all that each email address so provided shall be associated with a registered user of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed-up for access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, as applicable, in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with providing access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, the Certificate Administrator and the 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Certificate Administrator and the 17g-5 Information Provider shall not be liable for providing or disseminating the dissemination of information in accordance with the terms of this Agreement., make no representations or warranties as to the accuracy or completeness of such information being made available, and assume no responsibility for such information. The 17g-5 Information Provider shall not be liable for making any information available to the Rating Agencies or NRSROs unless same was delivered to it at its email address set forth above (or by any other form of electronic delivery reasonably acceptable to the 17g-5 Information Provider pursuant to th
Appears in 2 contracts
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2024-5c29), Trust and Servicing Agreement (Bank5 2024-5yr9)
Access to Certain Information. (a) The Certificate Administrator Administrator, Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Trust Advisor, the Master Servicer, the Special Servicer, the Subordinate Class Representative and the Majority Subordinate Certificateholder, and to each Serviced Pari Passu Companion Loan Holder that is a Privileged Person, and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund (or, in the case of a Serviced Pari Passu Companion Loan Holder that is a Privileged Person, any documentation regarding the related Serviced Loan Combination or any related REO Property) that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):in electronic format via electronic mail in accordance with Section 12.06:
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto hereto;
(C) the CREFC® Loan Setup File prepared by the Master Servicer and delivered to the Certificate Administrator;
(ii) the following documents, which shall be made available under a tab or theretoheading designated “SEC filings”:
(A) each report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system (within one Business Day of filing);
(iii) all the following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since 4.02(a);
(B) the Closing DateCREFC® reports (other than the CREFC® Loan Setup File) prepared by, or delivered to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
(C) each Trust Advisor Annual Report;
(iv) all annual statements the following documents, which shall be made available under a tab or heading designated “additional documents”:
(A) summaries of compliance Final Asset Status Reports pursuant to Section 3.24(a);
(B) inspection reports pursuant to Section 3.12(a); and
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(v) the following documents, which shall be made available under a tab or heading designated “special notices”:
(A) notice of final distribution on the Certificates pursuant to Section 9.01;
(B) notice of termination of the Master Servicer and/or the Special Servicer under Section 7.02;
(C) notice of a Servicer Termination Event with respect to the Master Servicer or the Special Servicer pursuant to Section 7.01;
(D) notice of the resignation of any party to this Agreement and annual assessments as notice of the acceptance of appointment to such party, to the extent such notice is prepared or received by the Certificate Administrator pursuant to Section 3.23, Section 3.28(r), Section 5.07(c), Section 6.04, Section 8.06, Section 8.07 or Section 8.11;
(E) Officer’s Certificates supporting the determination that any Advance was (or, if made, would be) a Nonrecoverable Advance pursuant to Section 3.11(h) or Section 4.03(c);
(F) any Special Notice by a Certificateholder that wishes to communicate with others, pursuant to this Agreement;
(G) any assessment of compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectivelySection 11.13;
(vH) all annual independent public accountants’ servicing any attestation reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.1111.13;
(I) any reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of the Special Servicer’s net present value and Appraisal Reduction Amount calculations pursuant to Section 3.28(d) and Section 3.28(e);
(J) any recommendation received by the Certificate Administrator from the Trust Advisor for the termination of the Special Servicer during any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such recommendation, pursuant to Section 6.05(c);
(K) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Special Servicer during any period when such Certificateholders are entitled to make such a proposal, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such proposal, pursuant to Section 6.05(b); and
(L) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust Advisor in response to such proposal, pursuant to pursuant to Section 3.28(n);
(vi) the most recent inspection report prepared by Investor Q&A Forum, which shall be made available under a tab or on behalf heading designated “Investor Q&A Forum”, pursuant to Section 8.12(d); and
(vii) the Investor Registry (solely to Certificateholders and Certificate Owners), which shall be made available under a tab or heading designated “Investor Registry”, pursuant to Section 8.12(e). In lieu of the Master Servicer tabs or headings otherwise described above, the Special ServicerCertificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time. The Certificate Administrator shall make available at its offices, as applicableduring normal business hours, and delivered for review by any Privileged Person who certifies to the Certificate Administrator substantially in respect the form of each Mortgaged Property pursuant Exhibit K-1 hereto (other than a Rating Agency or NRSRO), originals or copies of, among other things, the following items (to Section 8.17 the extent such items are in its possession) (except to the extent not permitted by applicable law or Section 9.3 under any of this Agreement;the related Mortgage Loan Documents):
(viiA) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfiedenvironmental issues;
(viiiB) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans most recent annual (or the A/B Whole Loans or Loan Pairsmore frequent, if available) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, rent rolls (to the extent such rent rolls have been made available by the related Borrower) and/or lease summaries and retail “sales information,” if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered Servicer with respect to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xC) the Mortgage Files, including any and all Officer’s Certificates modifications, waivers and other evidence delivered to amendments of the Certificate Administrator to support terms of a Mortgage Loan or Serviced Loan Combination entered into or consented by the Master Servicer’s, Servicer and/or the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (Servicer and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xvD) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A 144A; and
(E) each of the documents made available by the Certificate Administrator via the Certificate Administrator’s Website pursuant to this subsection (b). The Rating Agencies and NRSROs shall be afforded access to the Investor Q&A Forum but shall not be afforded a means to submit questions on the Investor Q&A Forum. The Rating Agencies and NRSROs shall not be afforded access to the Investor Registry. The Depositor, hereby authorizes the Certificate Administrator to make available to Bloomberg Financial Markets, L.P., ▇▇▇▇▇, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc., ▇▇▇▇.▇▇▇, Inc. or such other vendor chosen by the Depositor, that submits to the Certificate Administrator a certification in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section 8.12(b) to Privileged Persons; provided that the Certificate Administrator shall not have such authority to the extent such disclosure would violate another provision of this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information).
(c) The Rule 17g-5 Information Provider shall make available to the Rating Agencies, the Depositor and to NRSROs the following items by means of the Rule 17g-5 Information Provider’s Website, provided such items have been delivered to the Rule 17g-5 Information Provider by means of electronic mail in accordance with Section 12.06 (or by such other electronic means suitable for posting as shall be established or approved by the Rule 17g-5 Information Provider or as may be necessary or beneficial, in each case as designated in writing to the Master Servicer, Special Servicer, Certificate Administrator and Trustee) with “WFRBS 2014-C25” included in the subject line of such electronic mail and with a brief identification of such information in the body of such electronic mail:
(A) Asset Status Reports pursuant to Section 3.24;
(B) environmental reports pursuant to Section 3.09(c);
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(D) any assessments of compliance pursuant to Section 11.13;
(E) any attestation reports pursuant to Section 11.13;
(F) any notice relating to the Special Servicer’s determination to take action under this Agreement without receiving Rating Agency Confirmation pursuant to Section 3.27(a);
(G) copies of requests or questions that were submitted by the Securities ActRating Agencies to the Master Servicer, the Special Servicer, the Certificate Administrator or Trustee pursuant to Section 3.27;
(H) any requests for Rating Agency Confirmation delivered to the Rule 17g-5 Information Provider pursuant to Section 3.27;
(I) notice of any resignation of the Trustee or the acceptance of appointment by the successor Trustee or merger or consolidation of the Trustee pursuant to Section 8.07;
(J) notice of any resignation of the Certificate Administrator or the acceptance of appointment by the successor Certificate Administrator or merger or consolidation of the Certificate Administrator pursuant to Section 8.07;
(K) Officer’s Certificates supporting determinations relating to Nonrecoverable Advances and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections on the Mortgage Pool pursuant to Section 3.11(h) and Section 4.03(c);
(L) all notices of the occurrence of a Servicer Termination Event and any notice of the termination of the Master Servicer or the Special Servicer pursuant to Section 7.01 and Section 7.02;
(M) the Trust Advisor Annual Reports prepared by the Trust Advisor pursuant to Section 3.28(a);
(N) certain responses or notices from the parties to this Agreement to information posted on the Certificate Administrator’s Website;
(O) any notice of an amendment of this Agreement to change the procedures related to Rule 17g-5 information pursuant to Section 3.27(h);
(P) any summary of oral communications with the Rating Agencies regarding any of the above written materials or regarding any request for a Rating Agency Confirmation or regarding any of the Mortgage Loan Documents or any matter related to the Certificates, Mortgage Loans, any Serviced Loan Combination, the related Mortgaged Properties, the related Borrowers or any other matters related to this Agreement or the Intercreditor Agreements related to any Serviced Loan Combination, pursuant to Section 3.27(g);
(Q) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement; and
(R) the Rating Agency Q&A Forum and Servicer Document Request Tool under Section 8.12(g).
(d) The Certificate Administrator shall make a question-and-answer forum (the “Investor Q&A Forum”) available to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders and Certificate Owners may submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, or to the Master Servicer or the Special Servicer relating to servicing reports prepared by that party, the Serviced Mortgage Loans, Serviced Loan Combinations or the related Mortgaged Properties, and where Privileged Persons may view previously submitted inquiries and related answers. The Certificate Administrator will forward such inquiries to the appropriate person. The Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall be required to answer each inquiry, unless it determines that (i) answering the inquiry would not be in the best interests of the Trust and/or the Certificateholders, (ii) answering the inquiry would be in violation of applicable law or the Mortgage Loan Documents, (iii) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, or (iv) answering the inquiry is otherwise not advisable to answer, in which case the Certificate Administrator shall not post such inquiry on the Investor Q&A Forum. The Certificate Administrator shall providepost the inquiries and related answers on the Investor Q&A Forum, subject to the immediately preceding sentence and subject to and in accordance with this Agreement; provided that posting the inquiries and related answers on the Investor Q&A Forum shall not require a separate delivery of such inquiries and answers to the Rule 17g-5 Information Provider. In addition, no party will post or cause otherwise disclose direct communications with the Subordinate Class Representative as part of its response to any inquiries. The Investor Q&A Forum may not reflect questions, answers, and other communications which are not submitted through the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be providedanswers from any other person, copies of any including the Depositor and all the Underwriters. None of the foregoing items upon reasonable written request Underwriters, Depositor, any of their respective Affiliates or any other Person will certify as to the accuracy of any of the parties set forth information posted in the previous sentenceInvestor Q&A Forum, and no Person other than the respondent will have any responsibility or liability for the content of any such information.
(e) The Certificate Administrator shall make the “Investor Registry” available to any Certificateholder and beneficial owner via the Certificate Administrator’s Website. Certificateholders and Certificate Owners may register on a voluntary basis for the Investor Registry and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with the requirements provided for in the other provisions of this Agreement.
(f) The Certificate Administrator’s Website shall initially be located at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. Access shall be provided by the Certificate Administrator to Privileged Persons. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for providing or disseminating the dissemination of information in accordance with the terms of this Agreement.. The Certificate Administrator shall make no representations or warranties as to the accuracy or completeness of such documents and shall assume no responsibility for them. The Certificate Administrator shall not be deemed to have knowledge of any information posted on its websit
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C25)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the Controlling Class Representative) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery theretoin electronic format):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus Supplement;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports CREFC reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.08 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.09 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Operating Advisor, the Custodian Certificate Administrator or the Trustee (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)electronic format; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. 144A. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj12), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj12)
Access to Certain Information. (a) The Certificate Administrator Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Master Servicer, the Special Servicer, the Subordinate Class Representative and the Majority Subordinate Certificateholder and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):in electronic format via electronic mail in accordance with Section 12.06:
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto hereto;
(ii) the following documents, which shall be made available under a tab or theretoheading designated “SEC filings”:
(A) each report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system (within one Business Day of filing);
(iii) all the following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since 4.02(a);
(B) the Closing DateCREFC reports prepared by, or delivered to, the Certificate Administrator, together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and Section 4.02(f);
(C) each Trust Advisor Annual Report;
(iv) all annual statements the following documents, which shall be made available under a tab or heading designated “additional documents”:
(A) summaries of compliance Final Asset Status Reports pursuant to Section 3.24(a);
(B) inspection reports pursuant to Section 3.12(a); and
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(v) the following documents, which shall be made available under a tab or heading designated “special notices”:
(A) notice of final distribution on the Certificates pursuant to Section 9.01;
(B) notice of termination of the Master Servicer and/or the Special Servicer under Section 7.02;
(C) notice of a Servicer Termination Event with respect to the Master Servicer or the Special Servicer pursuant to Section 7.01;
(D) notice of the resignation of any party to this Agreement and annual assessments as notice of the acceptance of appointment to such party, to the extent such notice is prepared or received by the Certificate Administrator pursuant to Section 3.23, Section 3.28(r), Section 5.07(c), Section 6.04, Section 8.06, Section 8.07 or Section 8.11;
(E) Officer’s Certificates supporting the determination that any Advance was (or, if made, would be) a Nonrecoverable Advance pursuant to Section 3.11(h) or Section 4.03(c);
(F) any Special Notice by a Certificateholder that wishes to communicate with others, pursuant to this Agreement;
(G) any assessment of compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectivelySection 11.13;
(vH) all annual independent public accountants’ servicing any attestation reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.1111.13;
(I) any reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of the Special Servicer’s net present value and Appraisal Reduction Amount calculations pursuant to Section 3.28(d) and Section 3.28(e);
(J) any recommendation received by the Certificate Administrator from the Trust Advisor for the termination of the Special Servicer during any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such recommendation, pursuant to Section 6.05(c);
(K) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Special Servicer during any period when such Certificateholders are entitled to make such a proposal, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such proposal, pursuant to Section 6.05(b); and
(L) any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust Advisor in response to such proposal, pursuant to pursuant to Section 3.28(n);
(vi) the most recent inspection report prepared by Investor Q&A Forum, which shall be made available under a tab or on behalf heading designated “Investor Q&A Forum”, pursuant to Section 8.12(d); and
(vii) the Investor Registry (solely to Certificateholders and Certificate Owners), which shall be made available under a tab or heading designated “Investor Registry”, pursuant to Section 8.12(e). In lieu of the Master Servicer tabs or headings otherwise described above, the Special ServicerCertificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time. The Certificate Administrator shall make available at its offices, as applicableduring normal business hours, and delivered for review by any Privileged Person who certifies to the Certificate Administrator substantially in respect the form of each Mortgaged Property pursuant Exhibit K-1 hereto (other than a Rating Agency or NRSRO), originals or copies of, among other things, the following items (to Section 8.17 the extent such items are in its possession) (except to the extent not permitted by applicable law or Section 9.3 under any of this Agreement;the related Mortgage Loan Documents):
(viiA) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfiedenvironmental issues;
(viiiB) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans most recent annual (or the A/B Whole Loans or Loan Pairsmore frequent, if available) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, rent rolls (to the extent such rent rolls have been made available by the related Borrower) and/or lease summaries and retail “sales information,” if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered Servicer with respect to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xC) the Mortgage Files, including any and all Officer’s Certificates modifications, waivers and other evidence delivered to amendments of the Certificate Administrator to support terms of a Mortgage Loan or Serviced Loan Combination entered into or consented by the Master Servicer’s, Servicer and/or the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (Servicer and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xvD) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act; and
(E) each of the documents made available by the Certificate Administrator via the Certificate Administrator’s Website pursuant to this subsection (b). The Rating Agencies and NRSROs shall be afforded access to the Investor Q&A Forum but shall not be afforded a means to submit questions on the Investor Q&A Forum. The Rating Agencies and NRSROs shall not be afforded access to the Investor Registry. The Depositor, hereby authorizes the Certificate Administrator to make available to Bloomberg Financial Markets, L.P., T▇▇▇▇, LLC, Intex Solutions, Inc., Markit Group Limited, Interactive Data Corp., BlackRock Financial Management, Inc. or such other vendor chosen by the Depositor, that submits to the Certificate Administrator a certification in the form of Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC reports and supplemental notices delivered or made available pursuant to this Section 8.12(b) to Privileged Persons; provided, however, that the Certificate Administrator shall not have such authority to the extent such disclosure would violate another provision of this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information).
(c) The Rule 17g-5 Information Provider shall make available to the Rating Agencies and to NRSROs the following items by means of the Rule 17g-5 Information Provider’s Website, provided such items have been delivered to the Rule 17g-5 Information Provider by means of electronic mail in accordance with Section 12.06 (or by such other electronic means as shall be established or approved by the Rule 17g-5 Information Provider or as may be necessary or beneficial, in each case as designated in writing to the Master Servicer, Special Servicer, Certificate Administrator and Trustee) with “WFRBS 2012-C8” included in the subject line of such electronic mail and with a brief identification of such information in the body of such electronic mail:
(A) Asset Status Reports pursuant to Section 3.24;
(B) environmental reports pursuant to Section 3.09(c);
(C) Appraisals pursuant to Section 3.09, Section 3.11 or Section 3.19;
(D) any assessments of compliance pursuant to Section 11.13;
(E) any attestation reports pursuant to Section 11.13;
(F) any notice relating to the Special Servicer’s determination to take action under this Agreement without receiving Rating Agency Confirmation pursuant to Section 3.27(a);
(G) copies of requests or questions that were submitted by the Rating Agencies to the Master Servicer, the Special Servicer, the Certificate Administrator or Trustee pursuant to Section 3.27;
(H) any requests for Rating Agency Confirmation delivered to the Rule 17g-5 Information Provider pursuant to Section 3.27;
(I) notice of any resignation of the Trustee or the acceptance of appointment by the successor Trustee or merger or consolidation of the Trustee pursuant to Section 8.07;
(J) notice of any resignation of the Certificate Administrator or the acceptance of appointment by the successor Certificate Administrator or merger or consolidation of the Certificate Administrator pursuant to Section 8.07;
(K) Officer’s Certificates supporting determinations relating to Nonrecoverable Advances and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal collections on the Mortgage Pool pursuant to Section 3.11(h) and Section 4.03(c);
(L) all notices of the occurrence of a Servicer Termination Event and any notice of the termination of the Master Servicer or the Special Servicer pursuant to Section 7.01 and Section 7.02;
(M) the Trust Advisor Annual Reports prepared by the Trust Advisor pursuant to Section 3.28(a);
(N) certain responses or notices from the parties to this Agreement to information posted on the Certificate Administrator’s Website;
(O) any notice of an amendment of this Agreement to change the procedures related to Rule 17g-5 information pursuant to Section 3.27(h);
(P) any summary of oral communications with the Rating Agencies regarding any of the above written materials or regarding any request for a Rating Agency Confirmation or regarding any of the mortgage loan documents or any matter related to the Certificates, Mortgage Loans, the Serviced Loan Combinations, the related Mortgaged Properties, the related Borrowers or any other matters related to this Agreement or the Intercreditor Agreements related to the Serviced Loan Combinations, pursuant to Section 3.27(g);
(Q) any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement; and
(R) the Rating Agency Q&A Forum and Servicer Document Request Tool under Section 8.12(g).
(d) The Certificate Administrator shall make a question-and-answer forum (the “Investor Q&A Forum”) available to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders, Certificate Owners and prospective purchasers of Certificates may submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, or to the Master Servicer or the Special Servicer relating to servicing reports prepared by that party, the Mortgage Loans, Serviced Loan Combinations or the Mortgaged Properties, and where Privileged Persons may view previously submitted inquiries and related answers. The Certificate Administrator will forward such inquiries to the appropriate person. The Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, will be required to answer each inquiry, unless it determines that (i) answering the inquiry would not be in the best interests of the Trust and/or the Certificateholders, (ii) answering the inquiry would be in violation of applicable law or the Mortgage Loan Documents, (iii) answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, or (iv) answering the inquiry is otherwise not advisable to answer, in which case the Certificate Administrator shall not post such inquiry on the Investor Q&A Forum. The Certificate Administrator shall providepost the inquiries and related answers on the Investor Q&A Forum, subject to the immediately preceding sentence and subject to and in accordance with this Agreement; provided, however, that posting the inquiries and related answers on the Investor Q&A Forum shall not require a separate delivery of such inquiries and answers to the Rule 17g-5 Information Provider. In addition, no party will post or cause otherwise disclose direct communications with the Subordinate Class Representative as part of its response to any inquiries. The Investor Q&A Forum may not reflect questions, answers, and other communications which are not submitted through the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be providedanswers from any other person, copies of any including the Depositor and all the Underwriters. None of the foregoing items upon reasonable written request Underwriters, Depositor, any of their respective Affiliates or any other Person will certify as to the accuracy of any of the parties set forth information posted in the previous sentence. The Certificate Administrator shall not be liable Investor Q&A Forum, and no Person other than the respondent will have any responsibility or liability for providing or disseminating information in accordance with the terms content of this Agreementany such information.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford or cause to be afforded to any Non-Restricted Privileged Person (other than the Rating Agencies) and to the Office of Thrift Supervision, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Loan or the other assets of the Trust that are in its possession or within its control, including without limitation:
(i) the Mortgage Loan File, including any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator (or a Custodian on its behalf);
(ii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for the Property, and
(iii) all notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing revealed any failure of the Property to comply with any applicable law, including any Environmental Law, or which revealed an environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or remediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Administrator, the Trustee or the Custodian, as applicable. The Certificate Administrator (or a Custodian on its behalf) shall provide copies of the items described in this Section 8.14(a) above upon reasonable written request to the Certificateholders. The Certificate Administrator (or a Custodian on its behalf) may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator (or a Custodian on its behalf) to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and shall otherwise keep the information confidential. Certificateholders, by the acceptance of their Certificates shall be deemed to have agreed to keep this information confidential.
(b) The Certificate Administrator shall make available to Non-Restricted Privileged Persons (or, solely in the case of item (viii) belowthe Distribution Date Statements, all Privileged Persons), via the Custodian) shall maintain at its offices (andCertificate Administrator’s Website, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such in electronic format to the Certificate Administrator upon delivery thereto▇▇▇.▇▇▇▇.▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇):
(i) The following “deal documents”:
(A) the Final Prospectus and the Private Placement Memorandum Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Trust Loan Purchase Agreements and any amendments and exhibits hereto or thereto;; and
(iiiC) the CREFC® loan setup file, delivered to the Certificate Administrator by the Servicer.
(ii) The following “periodic reports”:
(A) all Distribution Date Statements and prepared by the Certificate Administrator pursuant to Section 4.4(b);
(B) all CREFC® Reports actually (other than the CREFC® loan setup file) prepared by, or delivered or otherwise made available to Certificateholders to, the Certificate Administrator pursuant to Section 5.4 of this Agreement since the Closing Date;3.18(a); and
(ivC) all annual financial information (including, without limitation, rent rolls, financial statements, financial reports, operating statements, balance sheets, statements of compliance cash flow, profit and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 loss statements and 13.10, respectively;
(voperating budgets) all annual independent public accountants’ servicing and other periodic Property reports caused to be delivered to the Certificate Administrator since the Closing Date provided pursuant to Section 13.11;
3.18(c) (vi) the most recent inspection report prepared provided they are received by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;Administrator).
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;The following “additional documents”:
(viiiA) the Mortgage File, including summaries of any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement3.10;
(ixB) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and all inspection reports delivered to the Certificate Administrator for each Mortgaged Property, together with pursuant to Section 3.22; and
(C) all Appraisals delivered to the other information specified in Certificate Administrator pursuant to Section 8.14 of this Agreement3.7(a);
(xD) all reports delivered to the Certificate Administrator pursuant to Section 3.12(d);
(iv) The following “special notices”:
(A) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(g);
(B) any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c);
(C) any notice of a Servicer Termination Event or Special Servicer Termination Event received by the Certificate Administrator pursuant to Section 7.1(b);
(D) notice of any request by the Certificateholders representing at least 25% of the Voting Rights for a vote to terminate and replace the Special Servicer pursuant to Section 7.1(d);
(E) any notice of resignation or removal of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;
(F) any notice of an Operating Advisor Termination Event required to be posted by the Certificate Administrator pursuant to Section 9.8(a);
(G) notice of any request by the Certificateholders representing at least 15% of the Voting Rights of the Non-Reduced Certificates for a vote to terminate and replace the Operating Advisor pursuant to Section 9.8(b);
(H) any notice of any resignation or termination of the Operating Advisor delivered to the Certificate Administrator;
(I) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master ServicerTrustee’s, the Special Servicer’s or the TrusteeSpecial Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors theretopursuant to Section 3.23(f);
(xii) all Special Notices;
(xiiiJ) any Third Party Reports (or updates of Third Party Reports) Special Notice delivered to the Certificate AdministratorAdministrator pursuant to Section 5.6;
(xivK) each of the other documents made available by any amendment to this Agreement pursuant to Section 11.1;
(L) any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;
(M) all Officers’ Certificates and accountants’ reports delivered to the Certificate Administrator under since the Closing Date;
(N) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 5.4(a3.20;
(O) on any reports delivered to the Certificate AdministratorAdministrator by the Operating Advisor in connection with its review of the Special Servicer’s Website Appraisal Reduction Amount and not otherwise listed net present value calculations;
(P) any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related report prepared by the Operating Advisor in this Section 5.6(b)connection with such recommendation, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such recommendation; and
(xvQ) any other information in the possession identification of the Certificate Administrator that may be necessary to satisfy the requirements commencement of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall providea CCR Consultation Period, a CCR Consultation Termination Period or cause to be providedan Operating Advisor Consultation Trigger Event, copies of any and all of the foregoing items upon reasonable written request termination of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing a CCR Control Period, CCR Consultation Period or disseminating information in accordance with the terms of this Agreement.Operating Advisor Consultation Trigger Event;
Appears in 2 contracts
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2022-C15), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)
Access to Certain Information. (a) The Certificate Administrator Trustee shall provide or cause to be provided to the Depositor, the Master Servicer, the Special Servicer and the Custodian shall afford Rating Agencies, and to the OTS, the FDIC, and any Privileged Person other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to the Mortgage Files and any other documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of and the Trust Fund, that are in its possession or is within its controlcontrol that may be required by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Promptly following the first sale of any Non-Registered Certificate Administrator (or, in the case of item (viii) belowto an Independent third party, the Custodian) Depositor shall provide to the Trustee ten copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate belongs. In addition, if any such private placement memorandum or disclosure document is revised, amended or supplemented at any time following the delivery thereof to the Trustee, the Depositor promptly shall inform the Trustee of such event and shall deliver to the Trustee ten copies of the private placement memorandum or disclosure document, as revised, amended or supplemented. The Trustee shall maintain at its offices (andCorporate Trust Office and shall on behalf of the Depositor, upon reasonable prior advance written request and notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by each Rating Agency and by any Privileged Certificateholder or any Certificate Owner or any Person identified to the Trustee by a Certificateholder or a Certificate Owner as a prospective transferee of a Certificate or interest therein, originals or copies of the following items: (subject to Section 5.7 i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Trustee; and (ii) this Agreementin all cases, each sub-servicing agreement (A) all Officer's Certificates delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
3.13, (viB) all accountants' reports delivered to the Trustee since the Closing Date pursuant to Section 3.14, (C) the most recent inspection report report, together with any related additional written or electronic information, prepared by or obtained by, or on behalf of of, the Master Servicer or the Special Servicer, as applicablethe case may be, and delivered to the Certificate Administrator Trustee in respect of each Mortgaged Property pursuant to Section 8.17 3.12(a), (D) all Mortgagor financial statements and Mortgaged Property operating statements and rent rolls, together with any related additional written or electronic information, delivered to the Trustee by the Master Servicer or the Special Servicer pursuant to Section 9.3 of this Agreement;
3.12(b), (viiE) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property securing a Defaulted Mortgage Loan as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof was not satisfied or that any remedial, corrective or other further action contemplated in such clauses is required (but only for so long as such Mortgaged Property or the related Mortgage Loan is part of the Trust Fund), (iiF) and (iii) thereof was satisfied;
(viii) all documents constituting the Mortgage FileFiles, including including, without limitation, any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or a Loan Pairs) entered into or consented to by the Master Servicer or the Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20 (ix) but, in each case, only for so long as the annual, quarterly and monthly operating statements, if any, collected by or on behalf related Mortgage Loan is part of the Master Servicer or the Special ServicerTrust Fund) and, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xG) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities ActAsset Status Report. The Certificate Administrator shall provide, or cause to be provided, copies Copies of any and all of the foregoing items are to be available from the Trustee upon request; however, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such service. In connection with providing access to or copies of the items described in the immediately preceding paragraph of this Section 8.12(b), the Trustee may require, unless the Depositor directs otherwise, (i) in the case of Certificate Owners, a written request confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a beneficial holder of Certificates and will keep such information confidential and (ii) in the case of any prospective purchaser of the parties set forth a Certificate or, in the previous sentencecase of a Book-Entry Certificate, of a beneficial ownership interest therein, a written confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a prospective purchaser of a Certificate or a beneficial ownership interest therein, is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. The Certificate Administrator All Certificateholders, by acceptance of their Certificates, shall not be liable for providing or disseminating deemed to have agreed to keep such information in accordance with confidential, except to the terms extent that the Depositor grants written permission to the contrary. Notwithstanding the preceding sentences of this Agreementparagraph, the Trustee shall have no responsibility for the accuracy, completeness or sufficiency of any information so made available or furnished by it in the manner described in the immediately preceding paragraph.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2005-2), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2005-1)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Controlling Class Representative) and to the Office of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Trust Loan or the other assets of the Trust Fund that are in its possession or within its controlcontrol (or, upon request, make copies thereof available to any Privileged Person at the reasonable cost and expense of such Privileged Person). Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianAdministrator.
(b) The Certificate Administrator shall make available to Privileged Persons, via the Certificate Administrator’s Website, the following items (to the extent such items were prepared by or delivered to the Certificate Administrator in a readable, uploadable, un-corrupted and un-locked electronic format):
(i) The following “deal documents”:
(A) the Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(B) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase Agreement and any amendments and exhibits hereto or thereto; and
(C) the CREFC® Loan Setup File delivered to the Certificate Administrator by the Servicer.
(ii) The following “periodic reports”:
(A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b); and
(B) all CREFC® Reports prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a) other than the CREFC® Loan Setup File;
(iii) The following “additional documents”:
(A) summaries of Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.10;
(B) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22; and
(C) all Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);
(iv) The following “special notices”:
(A) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);
(B) any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c);
(C) any notice of a Servicer Termination Event or Special Servicer Termination Event delivered to the Certificate Administrator pursuant to Section 7.1(b);
(D) any request by the Certificateholders representing at least 25% of the Voting Rights to terminate the Special Servicer pursuant to Section 7.1(d);
(E) any notice of resignation of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;
(F) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to Section 3.23(f);
(G) any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;
(H) any Assessment of Compliance delivered to the Certificate Administrator;
(I) any Attestation Reports delivered to the Certificate Administrator;
(J) any amendment to this Agreement;
(K) the “Investor Q&A Forum” pursuant to Section 4.5(a); and
(L) solely to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.5(b). In lieu of the tabs or headings otherwise described above, the Certificate Administrator shall be authorized to use such other headings and labels as it may reasonably determine from time to time. In connection with providing, or causing to be provided, access to or copies of the items described in the preceding paragraph pursuant to this Section 8.14(b), the Certificate Administrator shall require: (a) in the case of item Certificateholders, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (viiiexcept that such Certificateholder may provide such information to its auditors, legal counsel and regulators and to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (b) belowin the case of a prospective purchaser of a Certificate or an interest therein or a licensed or registered investment advisor acting on behalf of such purchaser, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. Except as otherwise provided in this Agreement and subject to Section 6.3(a), the CustodianCertificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement. The Certificate Administrator shall not be responsible or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 8.14(b) unless such information was produced by the Certificate Administrator. The obligations of the Certificate Administrator to provide access to those certain documents, information and other items described in this Section 8.14 shall extend only to those such documents, information and other items actually in possession of the Certificate Administrator. The Certificate Administrator may deny any of the foregoing Privileged Persons access to confidential information with respect to which the Certificate Administrator is restricted from disclosing by applicable law.
(c) The Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also make available through its website or otherwise, any CREFC® Reports and any additional information relating to the Whole Loan, the Property or the Loan Borrower, for review by any Privileged Person, and subject to Section 10.16 and Section 10.17, the Rating Agencies, in each case except to the extent doing so is prohibited by this Agreement, applicable law or by the Loan Documents. Each of the Servicer and Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor and the Certificate Administrator, enter into an Investor Certification or other confidentiality agreement acceptable to the Servicer or Special Servicer, as the case may be, and (B) acknowledge that the Servicer or the Special Servicer may contemporaneously provide such information to any other Privileged Person. In addition, to the extent access to such information is provided via the Servicer’s or the Special Servicer’s website, the Servicer and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information. In connection with providing access to or copies of the items described in this Section 8.14(c) to current and prospective Certificateholders the form of confidentiality agreement used by the Servicer or the Special Servicer, as applicable, shall require: (a) in the case of a Certificateholder or a licensed or registered investment advisor acting on behalf of such Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (b) in the case of a prospective purchaser of Certificates or interests therein or a licensed or registered investment advisor acting on behalf of such prospective purchaser, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. Except as otherwise provided in this Agreement and subject to Section 6.3(a), neither the Servicer nor the Special Servicer shall be liable for the dissemination of information in accordance with this Agreement. Neither the Servicer nor the Special Servicer shall be responsible or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 8.14(c) unless such information was produced by the Servicer or Special Servicer, as applicable.
(d) The Certificate Administrator shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agencyother than prospective purchasers) originals and/or or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to are in the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery theretoAdministrator’s possession):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorOffering Circular;
(ii) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since from and after the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.4(a) of this Agreement since the Closing Date;
(iv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 11.7 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Trust and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs5)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person access to any documentation (other than Privileged Information identified as such On or prior to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets date of the Trust that are first sale of any Non-Registered Certificate to an Independent third party, the Depositor shall provide to the Trustee three copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request connection with the offer and during normal business hours at the offices sale of the Class of Certificates to which such Non-Registered Certificate Administrator relates. In addition, if any such private placement memorandum or disclosure document is revised, amended or supplemented at any time following the Custodian.
(b) The Certificate Administrator (or, in delivery thereof to the case of item (viii) belowTrustee, the Custodian) Depositor promptly shall inform the Trustee of such event and shall deliver to the Trustee a copy of the private placement memorandum or disclosure document, as revised, amended or supplemented. The Trustee shall maintain at its offices (andprimarily responsible for administering the Trust Fund and shall, upon reasonable prior written request and advance notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by any Privileged Holder of a Certificate, the Depositor, each Master Servicer, the Special Servicer, any Rating Agency or any other Person to whom the Trustee believes such disclosure is appropriate, originals or copies of the following items: (subject to Section 5.7 i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Trustee and (ii) in all cases (a) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders entered into pursuant to Section 5.4 11.01, (b) all statements required to be delivered to Certificateholders of this Agreement the relevant Class pursuant to Section 4.02 since the Closing Date;
, (ivc) all annual statements of compliance and annual assessments as to compliance Officer's Certificates delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
3.13, (vid) all accountants' reports delivered to the most recent Trustee since the Closing Date pursuant to Section 3.14, (e) any inspection report prepared by or on behalf of the any Master Servicer, Sub-Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator Trustee and the applicable Master Servicer in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
3.12(a), (viif) any as to each Mortgage Loan and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as Companion Loan pursuant to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none related Mortgagor is required to deliver such items or the Special Servicer has otherwise acquired such items, the most recent annual operating statement and rent roll of the conditions set forth in clauses (i), (ii) related Mortgaged Property and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments financial statements of the terms related Mortgagor and any other reports of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to Mortgagor collected by the applicable Master Servicer, Sub-Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged PropertyTrustee pursuant to Section 3.12(c), together with the other information specified in accompanying written reports to be prepared by the Special Servicer and delivered to the Trustee pursuant to Section 8.14 of this Agreement;
3.12(b), (xg) any and all Officer’s Certificates notices, reports and other evidence Environmental Assessments delivered to the Certificate Administrator Trustee with respect to support any Mortgaged Property securing a Defaulted Mortgage Loan and Companion Loan as to which the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available environmental testing contemplated by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.3.09
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp. Series 2005-Ldp5), Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp. Series 2005-Ldp5)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the Directing Holder) access to any documentation (other than any Privileged Information identified as such to the Certificate Administrator upon delivery theretoInformation) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery theretoin electronic format):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the DepositorProspectus Supplement;
(ii) this Agreement, each subSub-servicing agreement Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;
(iv) all Distribution Date Statements and all CREFC® Reports reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 4.02 of this Agreement since the Closing Date;
(ivv) all annual statements of compliance and the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates delivered to by the Certificate Administrator since Master Servicer and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 13.1110.10 of this Agreement;
(vi) the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;
(vii) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 3.18 of this Agreement;
(viiviii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.10(e) of this Agreement revealed that none neither of the conditions set forth in clauses (i), (ii) and (iiiii) thereof was satisfied;
(viiiix) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Serviced Loan PairsCombination) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 3.24 of this Agreement;
(ixx) the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 4.02(b) of this Agreement;
(xxi) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xixii) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Operating Advisor, the Custodian Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or the any Outside Trustee (and appointments of successors thereto);
(xiixiii) all Special Notices;
(xiiixiv) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b)electronic format; and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. 144A. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc26), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc25)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person (other than the Rating Agencies and the Borrower Related Parties) and to the Office of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder or any Companion Loan Holder (or any registered holder or beneficial holder of Companion Loan Securities), access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Whole Loan or the other assets of the Trust Fund that are in its possession or within its controlcontrol including, without limitation:
(i) the Whole Loan files, including any and all modifications, waivers and amendments to the terms of the Whole Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator;
(ii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or Special Servicer, as applicable, and delivered to the Certificate Administrator for the Property, and
(iii) all notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing revealed any failure of the Property to comply with any applicable law, including any environmental law, or which revealed an environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or remediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator. The Certificate Administrator will provide copies of the items described in this Section 8.14(a) above upon reasonable written request of the Privileged Persons. The Certificate Administrator may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator, to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting the Custodianinformation solely for use in evaluating its investment in the Certificates and will otherwise keep the information confidential. Certificateholders, by the acceptance of their Certificates, will be deemed to have agreed to keep this information confidential.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make availableavailable to Privileged Persons, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in via the case of a Rating Agency) originals and/or copies (in paper or electronic form) of Certificate Administrator’s Website, the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such in electronic format to the Certificate Administrator upon delivery thereto▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(ii) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Bank 2020-Bnk25), Trust and Servicing Agreement (Bank 2019-Bnk23)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person access to any documentation (other than Privileged Information identified as such On or prior to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets date of the Trust that are first sale of any Non-Registered Certificate to an Independent third party, the Depositor shall provide to the Trustee three copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request connection with the offer and during normal business hours at the offices sale of the Class of Certificates to which such Non-Registered Certificate Administrator relates. In addition, if any such private placement memorandum or disclosure document is revised, amended or supplemented at any time following the Custodian.
(b) The Certificate Administrator (ordelivery thereof to the Trustee, in the case Depositor promptly shall inform the Trustee of such event and shall deliver to the Trustee a copy of the private placement memorandum or disclosure document, as revised, amended or supplemented. With respect to item (viiiii)(j) below, the Custodian) Trustee shall maintain at its offices (andprimarily responsible for administering the Trust Fund and shall, upon reasonable prior written request and advance notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by any Privileged Holder of a Certificate, the Depositor, the Servicer, the Special Servicer, any Rating Agency or any other Person to whom the Trustee believes such disclosure is appropriate, originals or copies of the following items: (subject to Section 5.7 i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Trustee and (ii) this Agreement, each sub-servicing agreement delivered in all cases (in the case of clause (ii) also to the Certificate Administrator since Grace Building Senior Companion Noteholders with respect to the Closing Date (if anyGrace Building Whole Loan and any Rating Agency and/or Moody's rating the Grace Building Companion Loan Securities), the Mortgage Loan Purchase Agreements (a) this ▇▇▇▇▇▇▇nt and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders entered into pursuant to Section 5.4 11.01, (b) all statements required to be delivered to Certificateholders of this Agreement the relevant Class pursuant to Section 4.02 or the Grace Building Senior Companion Noteholders since the Closing Date;
, (ivc) all annual statements of compliance and annual assessments as to compliance Officer's Certificates delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
3.13, (vid) all accountants' reports delivered to the most recent Trustee since the Closing Date pursuant to Section 3.14, (e) any inspection report prepared by or on behalf of the Master Servicer, Sub-Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator Trustee and Servicer in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
3.12(a), (viif) any as to each Mortgage Loan and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as Companion Loan pursuant to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none related Mortgagor is required to deliver such items or the Special Servicer has otherwise acquired such items, the most recent annual operating statement and rent roll of the conditions set forth in clauses (i), (ii) related Mortgaged Property and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments financial statements of the terms related Mortgagor and any other reports of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to Mortgagor collected by the Master Servicer, Sub-Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged PropertyTrustee pursuant to Section 3.12(c), together with the other information specified in accompanying written reports to be prepared by the Special Servicer and delivered to the Trustee pursuant to Section 8.14 of this Agreement;
3.12(b), (xg) any and all Officer’s Certificates notices, reports and other evidence Environmental Assessments delivered to the Certificate Administrator Trustee with respect to support any Mortgaged Property securing a Defaulted Mortgage Loan and Companion Loan as to which the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available environmental testing contemplated by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.3.09
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C2), Pooling and Servicing Agreement (J.P.Morgan Chase Commercial Mortgage Securities Series 2004-Cibc9)
Access to Certain Information. (a) The Certificate Administrator Administrator, Trustee and the Custodian shall each afford to the Depositor, the Underwriters, the Trust Advisor, the Master Servicers, the Special Servicers, the Subordinate Class Representative and the Majority Subordinate Certificateholder and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Trustee or the Custodian, as the case may be, designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause available to be made available) for review by any Privileged Person (subject to Section 5.7 except as described in the case of a Rating Agencyitem (vi) originals and/or copies (in paper or electronic formbelow) of the following items (via the Certificate Administrator’s Website, in each case to the extent such items were are prepared by the Certificate Administrator or are delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):in electronic format via electronic mail in accordance with Section 12.06:
(i) the Final Prospectus and following documents, which shall be made available under a tab or heading designated “deal documents”:
(A) the Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or theretohereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(viC) the most recent inspection report CREFC Loan Setup File prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer Servicers and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xivii) the following documents, which shall be made available under a tab or heading designated “SEC filings”:
(A) each of the other documents made available report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system (within one Business Day of filing);
(iii) the following documents, which shall be made available under a tab or heading designated “periodic reports”:
(A) the Distribution Date Statements pursuant to Section 5.4(a4.02(a);
(B) on the CREFC reports (other than the CREFC Loan Setup File) prepared by, or delivered to, the Certificate Administrator’s Website , together with any information or documentation attached thereto or provided therewith pursuant to Section 3.12, Section 4.02(c), Section 4.02(d), Section 4.02(e) and not otherwise listed in this Section 5.6(b4.02(f); and;
(xvC) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.each Trust Advisor Annual Report;
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C13), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C13)
Access to Certain Information. (a) The Certificate Administrator Trustee shall provide or cause to be provided to the Depositor, the Master Servicer, the Special Servicer and the Custodian shall afford Rating Agencies, and to the OTS, the FDIC, and any Privileged Person other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to the Mortgage Files and any other documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of and the Trust Fund, that are in its possession or is within its controlcontrol that may be required by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Promptly following the first sale of any Non-Registered Certificate Administrator (or, in the case of item (viii) belowto an Independent third party, the Custodian) Depositor shall provide to the Trustee ten copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate belongs. In addition, if any such private placement memorandum or disclosure document is revised, amended or supplemented at any time following the delivery thereof to the Trustee, the Depositor promptly shall inform the Trustee of such event and shall deliver to the Trustee ten copies of the private placement memorandum or disclosure document, as revised, amended or supplemented. The Trustee shall maintain at its offices (andCorporate Trust Office and shall on behalf of the Depositor, upon reasonable prior advance written request and notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by each Rating Agency and by any Privileged Certificateholder or any Certificate Owner or any Person identified to the Trustee by a Certificateholder or a Certificate Owner as a prospective transferee of a Certificate or interest therein, originals or copies of the following items: (subject to Section 5.7 i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Trustee; and (ii) this Agreementin all cases, each sub-servicing agreement (A) all Officer's Certificates delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
11.09, (viB) all accountants' reports delivered to the Trustee since the Closing Date pursuant to Section 11.11, (C) the most recent inspection report report, together with any related additional written or electronic information, prepared by or obtained by, or on behalf of of, the Master Servicer or the Special Servicer, as applicablethe case may be, and delivered to the Certificate Administrator Trustee in respect of each Mortgaged Property pursuant to Section 8.17 3.12(a), (D) all Mortgagor financial statements and Mortgaged Property operating statements and rent rolls, together with any related additional written or electronic information, delivered to the Trustee by the Master Servicer or the Special Servicer pursuant to Section 9.3 of this Agreement;
3.12(b), (viiE) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property securing a Defaulted Loan as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof was not satisfied or that any remedial, corrective or other further action contemplated in such clauses is required (but only for so long as such Mortgaged Property or the related Mortgage Loan is part of the Trust Fund), (iiF) and (iii) thereof was satisfied;
(viii) all documents constituting the Mortgage FileFiles, including including, without limitation, any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or a Loan Pairs) entered into or consented to by the Master Servicer or the Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20 (ix) but, in each case, only for so long as the annual, quarterly and monthly operating statements, if any, collected by or on behalf related Mortgage Loan is part of the Master Servicer or the Special ServicerTrust Fund) and, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xG) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities ActAsset Status Report. The Certificate Administrator shall provide, or cause to be provided, copies Copies of any and all of the foregoing items are to be available from the Trustee upon request; however, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such service. In connection with providing access to or copies of the items described in the immediately preceding paragraph of this Section 8.12(b), the Trustee may require, unless the Depositor directs otherwise, (i) in the case of Certificate Owners, a written request confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a beneficial holder of Certificates and will keep such information confidential and (ii) in the case of any prospective purchaser of the parties set forth a Certificate or, in the previous sentencecase of a Book-Entry Certificate, of a beneficial ownership interest therein, a written confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a prospective purchaser of a Certificate or a beneficial ownership interest therein, is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. The Certificate Administrator All Certificateholders, by acceptance of their Certificates, shall not be liable for providing or disseminating deemed to have agreed to keep such information in accordance with confidential, except to the terms extent that the Depositor grants written permission to the contrary. Notwithstanding the preceding sentences of this Agreementparagraph, the Trustee shall have no responsibility for the accuracy, completeness or sufficiency of any information so made available or furnished by it in the manner described in the immediately preceding paragraph.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2006-6), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-1)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford or cause to be afforded to any Non-Restricted Privileged Person (other than the Rating Agencies) and to the Office of Thrift Supervision, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans Loan or the other assets of the Trust that are in its possession or within its control, including without limitation:
(i) the Mortgage Loan File, including any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator (or a Custodian on its behalf);
(ii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for the Property, and
(iii) all notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing revealed any failure of the Property to comply with any applicable law, including any Environmental Law, or which revealed an environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or remediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator Administrator, the Trustee or the Custodian, as applicable. The Certificate Administrator (or a Custodian on its behalf) shall provide copies of the items described in this Section 8.14(a) above upon reasonable written request to the Certificateholders. The Certificate Administrator (or a Custodian on its behalf) may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator (or a Custodian on its behalf) to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and shall otherwise keep the information confidential. Certificateholders, by the acceptance of their Certificates, shall be deemed to have agreed to keep this information confidential.
(b) The Certificate Administrator shall make available to Non-Restricted Privileged Persons (or, solely in the case of item (viii) belowthe Distribution Date Statements, all Privileged Persons), via the Custodian) shall maintain at its offices (andCertificate Administrator’s Website, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such in electronic format to the Certificate Administrator upon delivery thereto▇▇▇▇▇://▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇):
(i) The following “deal documents”:
(A) the Final Prospectus and the Private Placement Memorandum Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(iiB) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Trust Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and
(C) the CREFC® loan setup file, delivered to the Certificate Administrator by the Servicer;
(ii) The following “periodic reports”:
(A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b);
(B) all CREFC® Reports (other than the CREFC® loan setup file) prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a); and
(C) financial information (including, without limitation, rent rolls, financial statements, financial reports, operating statements, balance sheets, statements of cash flow, profit and loss statements and operating budgets) and other periodic Property reports provided pursuant to Section 3.18(c) (provided they are received by the Certificate Administrator);
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;The following “additional documents”:
(ivA) all annual statements summaries of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 8.18 3.10;
(B) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22;
(C) all Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);
(D) all reports delivered to the Certificate Administrator pursuant to Section 3.12(d); and
(E) any notice or Section 9.5 documents provided to the Certificate Administrator by the Depositor or (pursuant to the terms of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and directing the Certificate Administrator to post;
(iv) The following “special notices”:
(A) any notice of final payment on the Certificates delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in pursuant to Section 8.14 of this Agreement4.1(g);
(xB) any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c);
(C) any notice of a Servicer Termination Event or Special Servicer Termination Event received by the Certificate Administrator pursuant to Section 7.1(b);
(D) notice of any request by the Certificateholders representing at least 25% of the Voting Rights for a vote to terminate and replace the Special Servicer pursuant to Section 7.1(d);
(E) any notice of resignation or removal of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;
(F) any notice of an Operating Advisor Termination Event required to be posted by the Certificate Administrator pursuant to Section 9.8(a);
(G) notice of any request by the Certificateholders representing at least 15% of the Voting Rights of the Non-Reduced Certificates for a vote to terminate and replace the Operating Advisor pursuant to Section 9.8(b);
(H) any notice of any resignation or termination of the Operating Advisor delivered to the Certificate Administrator;
(I) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support the Master ServicerBack-Up Advancing Agent’s, the Special Servicer’s or the TrusteeSpecial Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors theretopursuant to Section 3.23(g);
(xii) all Special Notices;
(xiiiJ) any Third Party Reports (or updates of Third Party Reports) Special Notice delivered to the Certificate AdministratorAdministrator pursuant to Section 5.6;
(xivK) each of the other documents made available by any amendment to this Agreement pursuant to Section 11.1;
(L) any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;
(M) all Officers’ Certificates and accountants’ reports delivered to the Certificate Administrator under since the Closing Date;
(N) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 5.4(a3.20;
(O) on any reports delivered to the Certificate AdministratorAdministrator by the Operating Advisor in connection with its review of the Special Servicer’s Website Appraisal Reduction Amount, Collateral Deficiency Amount and not otherwise listed net present value calculations;
(P) any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related report prepared by the Operating Advisor in this Section 5.6(b)connection with such recommendation, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such recommendation; and
(xvQ) any other information in the possession identification of the Certificate Administrator that may be necessary to satisfy the requirements commencement of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall providea CCR Consultation Period, a CCR Consultation Termination Period or cause to be providedan Operating Advisor Consultation Trigger Event, copies of any and all of the foregoing items upon reasonable written request termination of any of a CCR Control Period, CCR Consultation Period or Operating Advisor Consultation Trigger Event; (v) the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.“Investor Q&A Forum” pursuant to Section 4.5(a);
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Bank 2025-Bnk49), Trust and Servicing Agreement (BMO 2025-C11 Mortgage Trust)
Access to Certain Information. (a) The Certificate Administrator and the Custodian Indenture Trustee shall afford to the Issuers, the Property Manager, the Special Servicer, the Back-Up Manager, the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Noteholder, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust that are in its possession or Collateral Pool within its controlcontrol that may be required to be provided by this Indenture or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianIndenture Trustee designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) Indenture Trustee shall maintain at its offices (office primarily responsible for administration of the Collateral Pool and shall deliver to the Issuers and, upon subject to the succeeding paragraph, any Noteholder or Note Owner or Person identified to the Indenture Trustee as a prospective transferee of a Note or an Ownership Interest therein (at the reasonable prior written request and during normal business hoursexpense of the requesting party), and shall make availableavailable on the 17g-5 Website, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent that such items were prepared by or have been delivered to the Certificate Administrator and do not constitute Privileged Information identified as Indenture Trustee or the Indenture Trustee can cause such items to the Certificate Administrator upon delivery thereto):
be delivered to it without unreasonable burden or expense): (i) the Final Prospectus and the Private Placement Memorandum and any other private placement memorandum or disclosure document relating to the Certificatesapplicable Notes, in the form most recently provided to the Certificate Administrator Indenture Trustee by the Depositor applicable Issuers or by any Person designated by the Depositor;
such Issuers; (ii) this Indenture, the LLC Agreements, the Property Management Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase any Property Transfer Agreements and any amendments and exhibits hereto or thereto;
; (iii) all Distribution Date Statements reports required to be prepared by, and all CREFC® Reports actually reports delivered to, the Indenture Trustee, the Property Manager, the Special Servicer or otherwise made available to Certificateholders the Back-Up Manager in such capacities since the Initial Closing Date pursuant to Section 5.4 of the Property Management Agreement or this Agreement since the Closing Date;
Indenture; (iv) all annual statements of compliance Officer’s Certificates delivered by the Property Manager and annual assessments as to compliance delivered to the Certificate Administrator Special Servicer since the Initial Closing Date pursuant to Sections 13.9 Section 3.13 of the Property Management Agreement and 13.10, respectively;
all Officer’s Certificates delivered by the Issuers since the Initial Closing Date pursuant to Section 9.07; (v) all annual independent public accountants’ servicing reports caused to be delivered to by the Certificate Administrator Property Manager and the Special Servicer since the Initial Closing Date pursuant to Section 13.11;
3.14 of the Property Management Agreement; (vi) the most recent inspection report prepared by or on behalf of the Master all Determination Date Reports, Special Servicer or the Special ServicerReports and Modified Collateral Detail and Realized Loss Reports (each, as applicable, and delivered to defined in the Certificate Administrator in respect of each Mortgaged Property Management Agreement) since the Initial Closing Date prepared pursuant to Section 8.17 or Section 9.3 4.01 of this the Property Management Agreement;
; (vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none copies of the conditions set forth in clauses (i), (ii) Loan Files and (iii) thereof was satisfied;
(viii) the Mortgage FileLease Files, including any and all modifications, waivers and amendments of the terms of the each Mortgage Loans (Loan or the A/B Whole Loans or Loan Pairs) Lease entered into or consented to by the Master Servicer Property Manager or the Special Servicer and delivered to the Certificate Administrator Indenture Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf 3.19 of the Master Servicer Property Management Agreement or the Special Servicer, as applicable, otherwise; and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xviii) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master ServicerProperty Manager’s, the Special Servicer’s or the Indenture Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) be a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator Indenture Trustee shall provide, or cause to be provided, make available copies of any and all of the foregoing items upon reasonable written request of any of the parties party set forth in the previous sentence. However, the Indenture Trustee shall be permitted to require of such party the payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies as are requested by such party. If requested by any Noteholder, the Indenture Trustee (to the extent it is able to obtain such information from the Property Manager) shall provide: (i) the most recent inspection report prepared by the Property Manager or the Special Servicer in respect of each Mortgaged Property pursuant to Section 3.12(a) of the Property Management Agreement; (ii) the most recent available operating statement and financial statements of the related Borrower or Tenant collected by the Property Manager or the Special Servicer pursuant to Section 3.12(b) of the Property Management Agreement, together with the accompanying written reports to be prepared by the Property Manager or the Special Servicer, as the case may be, pursuant to Section 3.12(c) of the Property Management Agreement; and (iii) any and all notices and reports with respect to any Mortgaged Property as to which environmental testing is contemplated by Section 10.08. The Certificate Administrator Indenture Trustee will make available, upon reasonable advance notice and at the expense of the requesting party, copies of the above items to any Noteholder or Note Owner and to prospective purchasers of Notes; provided, that, as a condition to making such items available, the Indenture Trustee shall require (a) in the case of Noteholders or Note Owners, a confirmation executed by the requesting Person substantially in the form of Exhibit E-1 hereto generally to the effect that such Person is a Noteholder or Note Owner, is requesting the information solely for use in evaluating such Person’s investment in the related Notes and will otherwise keep such information confidential and (b) in the case of a prospective purchaser, confirmation executed by the requesting Person and such Person’s prospective transferor substantially in the form of Exhibit E-2 hereto generally to the effect that such Person is a prospective purchaser of Notes, is requesting the information solely for use in evaluating a possible investment in such Notes and will otherwise keep such information confidential.
(i) To the extent that any of the Issuers, the Property Manager, the Special Servicer or the Indenture Trustee is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this Indenture or the Property Management Agreement, or in the event evidence of satisfaction of the Rating Condition is sought, the Issuers, the Property Manager, the Special Servicer or the Indenture Trustee, as applicable (or their respective representatives or advisors), shall provide such information or communication to the 17g-5 Information Provider by e-mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ with the subject heading of “Spirit Master Funding” and with sufficient detail to indicate that such information is required to be posted on the 17g-5 Website. The 17g-5 Information Provider shall upload such information or communication to the 17g-5 Website in a commercially reasonable time following receipt, and after the applicable party has received 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 information has been uploaded to the 17g-5 Website, the applicable party or its representative or advisor shall provide such information to such Rating Agency.
(ii) If any information delivered to the 17g-5 Information Provider is not in electronic format readable and uploadable on the 17g-5 Information Provider’s system or is locked or corrupted or otherwise does not comply with the requirements of the prior sentence, then the 17g-5 Information Provider shall immediately notify the applicable delivering party thereof, whereupon such party shall promptly use reasonable efforts to deliver the subject information in the required format.
(iii) The information set forth in clauses (a) and (b) shall be made available by the 17g-5 Information Provider on the 17g-5 Website. The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be or whether such information is required to be posted on the 17g-5 Website pursuant to this Agreement or applicable law. In the event that any information is delivered or posted in error, the 17g-5 Information Provider may remove it from the 17g-5 Website. The Indenture Trustee and the 17g-5 Information Provider shall not be deemed to have obtained actual knowledge of any information as a result of receipt of such information for purposes of posting such information to the 17g-5 Website or as a result of posting such information to the 17g-5 Website. The 17g-5 Information Provider shall not be liable for its failure to make any information available on the 17g-5 Website unless such information was delivered in the format required pursuant to Section 6.03(c)(i).
(d) In connection with providing access to the 17g-5 Website, the 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The 17g-5 Information Provider makes no representations or disseminating warranties as to the accuracy or completeness of any information being made available on the 17g-5 Website and assumes no responsibility for it. The 17g-5 Information Provider will not be deemed to have knowledge of any information posted on the 17g-5 Website solely by virtue of such posting. In addition, the Indenture Trustee and the 17g-5 Information Provider disclaim responsibility for any information for which it is not the original source.
(e) Subject to Section 5.01, the Indenture Trustee shall not be liable for any dissemination of information made in accordance with the terms of this AgreementSections 6.03(a) or (b).
Appears in 2 contracts
Sources: Master Indenture, Master Indenture (Spirit MTA REIT)
Access to Certain Information. (a) The Certificate Administrator and the Custodian shall afford to any Privileged Person access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(ii) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® CREFC Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
(vii) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian Advisor or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;; and
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and;
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2011-C3), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2011-C3)
Access to Certain Information. (a) The Certificate Administrator Trustee shall provide or cause to be provided to the Depositor, the Master Servicer, the Special Servicer and the Custodian shall afford Rating Agencies, and to the OTS, the FDIC, and any Privileged Person other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to the Mortgage Files and any other documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of and the Trust Fund, that are in its possession or is within its controlcontrol which may be required by this Agreement or by applicable law. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Promptly following the first sale of any Non-Registered Certificate Administrator (or, in the case of item (viii) belowto an Independent third party, the Custodian) Depositor shall provide to the Trustee 10 copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate belongs. In addition, if any such private placement memorandum or disclosure document is revised, amended or supplemented at any time following the delivery thereof to the Trustee, the Depositor promptly shall inform the Trustee of such event and shall deliver to the Trustee 10 copies of the private placement memorandum or disclosure document, as revised, amended or supplemented. The Trustee shall maintain at its offices (andCorporate Trust Office and shall on behalf of the Depositor, upon reasonable prior advance written request and notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by each Rating Agency and by any Privileged Certificateholder or any Certificate Owner or any Person identified to the Trustee by a Certificateholder or a Certificate Owner as a prospective transferee of a Certificate or interest therein, originals or copies of the following items: (subject to Section 5.7 i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Trustee; and (ii) this Agreementin all cases, each sub-servicing agreement (A) all Officer's Certificates delivered to the Certificate Administrator Trustee since the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Original Closing Date pursuant to Section 13.11;
3.13, (viB) all accountants' reports delivered to the Trustee since the Original Closing Date pursuant to Section 3.14, (C) the most recent inspection report report, together with any related additional written or electronic information, prepared by or obtained by, or on behalf of of, the Master Servicer or the Special Servicer, as applicablethe case may be, and delivered to the Certificate Administrator Trustee in respect of each Mortgaged Property pursuant to Section 8.17 3.12(a), (D) all Mortgagor financial statements and Mortgaged Property operating statements and rent rolls, together with any related additional written or electronic information, delivered to the Trustee by the Master Servicer or the Special Servicer pursuant to Section 9.3 of this Agreement;
3.12(b), (viiE) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property securing a defaulted Mortgage Loan as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof was not satisfied or that any remedial, corrective or other further action contemplated in such clauses is required (but only for so long as such Mortgaged Property or the related Mortgage Loan is part of the Trust Fund), (iiF) and (iii) thereof was satisfied;
(viii) all documents constituting the Mortgage FileFiles, including including, without limitation, any and all modifications, waivers and amendments of the terms of the a Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or the Special Servicer and delivered to the Certificate Administrator Trustee pursuant to Section 8.18 or Section 9.5 of this Agreement;
3.20 (ix) but, in each case, only for so long as the annual, quarterly and monthly operating statements, if any, collected by or on behalf related Mortgage Loan is part of the Master Servicer or the Special Servicer, as applicable, Trust Fund) and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(xG) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities ActAsset Status Report. The Certificate Administrator shall provide, or cause to be provided, copies Copies of any and all of the foregoing items are to be available from the Trustee upon request; however, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such service. In connection with providing access to or copies of the items described in the immediately preceding paragraph of this Section 8.12(b), the Trustee may require, unless the Depositor directs otherwise, (i) in the case of Certificate Owners, a written request confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a beneficial holder of Certificates and will keep such information confidential and (ii) in the case of any prospective purchaser of the parties set forth a Certificate or, in the previous sentencecase of a Book-Entry Certificate, of a beneficial ownership interest therein, a written confirmation executed by the requesting Person, in form reasonably satisfactory to the Trustee, generally to the effect that such Person is a prospective purchaser of a Certificate or a beneficial ownership interest therein, is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. The Certificate Administrator All Certificateholders, by acceptance of their Certificates, shall not be liable for providing or disseminating deemed to have agreed to keep such information in accordance with confidential, except to the terms extent that the Depositor grants written permission to the contrary. Notwithstanding the preceding sentences of this Agreementparagraph, the Trustee shall have no responsibility for the accuracy, completeness or sufficiency of any information so made available or furnished by it in the manner described in the immediately preceding paragraph.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Nationslink Funding Corp Comm Mort Pass THR Cert Ser 1998-2), Pooling and Servicing Agreement (Nationslink Funding Corp Comm Mort Pass THR Cert Ser 1998-2)
Access to Certain Information. (a) The On or prior to the date of the first sale of any Non-Registered Certificate Administrator to an Independent third party, the Depositor shall provide to the Paying Agent and the Custodian shall afford Trustee three copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate relates. In addition, if any Privileged Person access to such private placement memorandum or disclosure document is revised, amended or supplemented at any documentation (other than Privileged Information identified as such time following the delivery thereof to the Certificate Administrator upon delivery thereto) regarding Trustee and the Mortgage Loans or Paying Agent, the other assets Depositor promptly shall inform the Trustee of such event and shall deliver to the Paying Agent and the Trustee a copy of the Trust that are in its possession private placement memorandum or within its controldisclosure document, as revised, amended or supplemented. Such access shall be afforded without charge but only upon reasonable prior written request The Paying Agent (or with respect to items (ii)(h) and during normal business hours at the offices of the Certificate Administrator or the Custodian.
(b) The Certificate Administrator (or, in the case of item (viiij) below, the CustodianTrustee) shall maintain at its offices (andprimarily responsible for administering the Trust Fund and shall, upon reasonable prior written request and advance notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by any Privileged Holder of a Certificate, the Depositor, each Master Servicer, the Special Servicer, any Rating Agency or any other Person to whom the Paying Agent (subject to Section 5.7 or the Trustee, if applicable) believes such disclosure is appropriate, originals or copies of the following items: (i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Paying Agent and (ii) in all cases, including the One & Two Prudential Plaza A2 Noteholder (a) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders entered into pursuant to Section 5.4 12.01, (b) all statements required to be delivered to Certificateholders of this Agreement the relevant Class pursuant to Section 4.02 since the Closing Date;
, (ivc) all annual statements of compliance and annual assessments as to compliance Officer's Certificates delivered to the Certificate Administrator since Paying Agent and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
11.09, (vid) all accountants' reports delivered to the most recent Trustee and the Paying Agent since the Closing Date pursuant to Section 11.11, (e) any inspection report prepared by or on behalf of the any Master Servicer, Sub-Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator Trustee and the Paying Agent and the applicable Master Servicer in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
3.12(a), (viif) any as to each Mortgage Loan and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as Companion Loan pursuant to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none related Mortgagor is required to deliver such items or the Special Servicer has otherwise acquired such items, the most recent annual operating statement and rent roll of the conditions set forth in clauses (i), (ii) related Mortgaged Property and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments financial statements of the terms related Mortgagor and any other reports of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to Mortgagor collected by the applicable Master Servicer, Sub-Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged PropertyPaying Agent pursuant to Section 3.12(c), together with the other information specified in accompanying written reports to be prepared by the Special Servicer and delivered to the Paying Agent pursuant to Section 8.14 of this Agreement;
3.12(b), (xg) any and all Officer’s Certificates notices, reports and other evidence Environmental Assessments delivered to the Certificate Administrator Paying Agent with respect to support any Mortgaged Property securing a Defaulted Mortgage Loan and Companion Loan as to which the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available environmental testing contemplated by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.3.09
Appears in 1 contract
Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp7)
Access to Certain Information. (a) The Certificate Administrator Servicer shall provide to the Back-up Servicer, the Indenture Trustee and the Custodian shall afford to any Privileged Person Majority Noteholders and their duly authorized representatives, attorneys or accountants access to any and all documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or Trust Estate (including the other assets of Lease Collateral Schedule) that the Trust that are in its possession or within its control. Such Servicer may possess, such access shall be being afforded without charge but only upon reasonable prior written request and during normal business hours so as not to interfere unreasonably with the Servicer's normal operations or customer or employee relations, at the offices of the Certificate Administrator or Servicer designated by the CustodianServicer.
(b) The Certificate Administrator (orAt all times during the term hereof, the Servicer shall keep available at its principal executive office for inspection by the Indenture Trustee, the Back-up Servicer and the Majority Noteholders a list of all the Lease Receivables and the interests in Related Security then held as a part of the Trust Estate, together with a reconciliation of such list to that set forth in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon reasonable prior written request Lease Collateral Schedules and during normal business hours, shall make available, or cause to be made available) for review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic form) each of the following items Monthly Servicing Reports, indicating the cumulative addition and removal of Lease Receivables and interests in Related Security from the Trust Estate.
(c) The Servicer will maintain Servicing Files, accounts and records as to each Lease Receivable and interest in Related Security serviced by the extent such items were prepared by or delivered Servicer that are accurate and sufficiently detailed as to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
permit (i) the Final Prospectus reader thereof to know as of the most recent Calculation Date the status of such Lease Receivable and interest in Related Security, including any payments, Insurance Proceeds, Residual Proceeds and Recoveries received or owing (and the Private Placement Memorandum nature of each) thereon and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(ii) this Agreementthe reconciliation between payments, Insurance Proceeds, Residual Proceeds or Recoveries on (or with respect to) each sub-servicing agreement delivered Lease Receivable and interest in Related Security and the amounts from time to time deposited in the Collection Account in respect of such Lease Receivable and interest in Related Security.
(d) The Servicer will maintain the LFG Database so that, from and after each Acquisition Date and the grant of the security interest in the related Lease Contract, Lease Receivables and Equipment to the Certificate Administrator since the Closing Date (if any)Indenture Trustee, the Mortgage Loan Purchase Agreements Servicer's accounts and records (including any amendments back-up computer archives) that refer to any such Lease Contracts, Lease Receivables or Equipment indicate clearly that the Lease Contracts and exhibits hereto or thereto;
(iii) all Distribution Date Statements the Equipment are owned by LFC VI and all CREFC® Reports actually delivered or otherwise made available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;
(iv) all annual statements of compliance and annual assessments as to compliance delivered pledged to the Certificate Administrator since Indenture Trustee for the Closing Date pursuant to Sections 13.9 benefit of the Noteholders and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered that the Lease Receivables are owned by the Issuer and pledged to the Certificate Administrator since Indenture Trustee for the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf benefit of the Master Servicer Noteholders. Indication of the Indenture Trustee's interest in a Lease Contract or a Lease Receivable will be deleted from or modified in the LFG Database or elsewhere on the Servicer's accounts and records when, and only when, the Lease Contract or the Special ServicerLease Receivable has been paid in full, replaced with a Substitute Lease Contract or Substitute Lease Receivable, as applicable, and delivered or purchased by LFG, LFC VI or the Issuer or assigned to the Certificate Administrator in respect of each Mortgaged Property Servicer pursuant to this Agreement.
(e) Nothing in this Section 8.17 or 4.04 shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure to provide information otherwise required by this Section 9.3 4.04 as a result of such observance by the Servicer, shall not constitute a breach of this Agreement;Section 4.04.
(viif) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i), (ii) and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to All information obtained by the Master Indenture Trustee, the Back-up Servicer or Special any Noteholder regarding the Obligors and the Lease Assets, whether upon exercise of its rights under this Section 4.04 or otherwise, shall be maintained by the Indenture Trustee, the Back-up Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special ServicerNoteholders, as applicable, in confidence and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Section 8.14 of this Agreement;
(x) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing disclosed to any other Person, unless such disclosure shall not violate any applicable law or disseminating information in accordance with regulation or any proprietary rights of LFG, LFC VI, the terms Issuer or the Servicer or unless ordered by a court of this Agreementapplicable jurisdiction.
Appears in 1 contract
Sources: Servicing Agreement (Nova Corp \Ga\)
Access to Certain Information. (a) The Certificate Administrator and the Custodian Trustee shall afford to the Depositor, the Underwriters, the Master Servicer, the Special Servicer, the Controlling Class Representative and each Rating Agency and to the OTS, the FDIC and any Privileged Person other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to any documentation (other than Privileged Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the CustodianTrustee designated by it.
(b) The Certificate Administrator (or, in the case of item (viii) below, the Custodian) Trustee shall maintain at its offices (and, upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) , for review by any Privileged Person (the Rating Agencies, the other parties hereto, the Controlling Class Representative and, subject to Section 5.7 in the case succeeding paragraph, any Certificateholder, Certificate Owner or Person identified to the Trustee as a prospective Transferee of a Rating Agency) Certificate or an interest therein, originals and/or copies (in paper or electronic form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
Trustee): (i) the Final Prospectus and Prospectus, the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator Trustee by the Depositor or by any Person designated by the Depositor;
; (ii) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement, and any amendments and exhibits hereto or thereto;
; (iii) all Distribution Date Statements to Certificateholders and all CREFC® Reports any files and reports comprising the CMSA Investor Reporting Package actually delivered or otherwise made available by the Trustee to Certificateholders pursuant to Section 5.4 of this Agreement 4.02(a) since the Closing Date;
; (iv) all annual statements of compliance Annual Performance Certifications delivered by the Master Servicer and annual assessments as to compliance delivered the Special Servicer, respectively, to the Certificate Administrator Trustee since the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
Date; (v) all annual independent public accountants’ servicing reports Annual Accountants' Reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 13.11;
(vi) the most recent inspection report prepared by or on behalf of the Master Servicer or and the Special Servicer, as applicablerespectively, and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
Trustee since the Closing Date; (viivi) any and all notices and reports delivered to the Certificate Administrator Trustee with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 9.12(c3.09(c) of this Agreement revealed that none neither of the conditions set forth in clauses (i), ) and (ii) and (iii) of the first sentence thereof was satisfied;
; (viiivii) each of the Mortgage FileFiles, including any and all modifications, waivers and amendments of the terms of the a Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator Trustee or any Custodian on its behalf pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable3.20, and delivered a current report from the Trustee listing all outstanding exceptions to the Certificate Administrator for each Mortgaged Property, together with the other information specified in Mortgage File review conducted pursuant to Section 8.14 of this Agreement;
2.02; (xviii) any and all Officer’s 's Certificates and other evidence delivered to or by the Certificate Administrator Trustee to support its, the Master Servicer’s's, the Special Servicer’s 's or the Trustee’sany Fiscal Agent's, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
; and (xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xvix) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator Trustee shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence; however, except in the case of the Rating Agencies and the Controlling Class Representative, the Trustee shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies. In connection with providing, or causing to be provided, access to or copies of the items described in the preceding paragraph pursuant to this Section 8.12(b), the Trustee shall require: (a) in the case of Certificateholders and Certificate Owners, a written confirmation executed by the requesting Person substantially in the form of Exhibit K-1 hereto (or such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person is a Holder or Certificate Owner of Certificates and, subject to the last sentence of this paragraph, will keep such information confidential (except that such Certificateholder or Certificate Owner may provide such information to its auditors, legal counsel and regulators and to any other Person that holds or is contemplating the purchase of any Certificate or interest therein, provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential); and (b) in the case of a prospective purchaser of a Certificate or an interest therein, confirmation executed by the requesting Person substantially in the form of Exhibit K-2 hereto (or such other form as may be reasonably acceptable to the Trustee) generally to the effect that such Person is a prospective purchaser of a Certificate or an interest therein, is requesting the information for use in evaluating a possible investment in Certificates and, subject to the last sentence of this paragraph, will otherwise keep such information confidential. Notwithstanding the foregoing, no Certificateholder, Certificate Owner or prospective Certificateholder or Certificate Owner need keep confidential any information received from the Trustee pursuant to this Section 8.12(b) that has previously been filed with the Commission, and the Trustee shall not require either of the certifications contemplated by the preceding sentence in connection with providing any information pursuant to this Section 8.12(b) that has previously been filed with the Commission.
(c) The Certificate Administrator Trustee shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Securities Inc)
Access to Certain Information. (a) The On or prior to the date of the first sale of any Non-Registered Certificate Administrator to an independent third party, the Depositor shall provide to the Paying Agent and the Custodian shall afford Trustee three copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate relates. In addition, if any Privileged Person access to such private placement memorandum or disclosure document is revised, amended or supplemented at any documentation (other than Privileged Information identified as such time following the delivery thereof to the Certificate Administrator upon delivery thereto) regarding Trustee and the Mortgage Loans or Paying Agent, the other assets Depositor promptly shall inform the Trustee of such event and shall deliver to the Paying Agent and the Trustee a copy of the Trust that are in its possession private placement memorandum or within its controldisclosure document, as revised, amended or supplemented. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator The Paying Agent (or the Custodian.
(b) The Certificate Administrator (or, in the case of with respect to item (viiiii)(j) below, the CustodianTrustee) shall maintain at its offices (andprimarily responsible for administering the Trust Fund and shall, upon reasonable prior written request and advance notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by any Privileged Holder of a Certificate, the Depositor, the Master Servicer, the Special Servicer, any Rating Agency or any other Person to whom the Paying Agent (subject to Section 5.7 or the Trustee, if applicable) believes such disclosure is appropriate, originals or copies of the following items: (i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Paying Agent and (ii) in all cases (a) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders entered into pursuant to Section 5.4 11.01, (b) all statements required to be delivered to Certificateholders of this Agreement the relevant Class pursuant to Section 4.02 since the Closing Date;
, (ivc) all annual statements of compliance and annual assessments as to compliance Officer's Certificates delivered to the Certificate Administrator since Paying Agent and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
3.13, (vid) all accountants' reports delivered to the most recent Trustee and the Paying Agent since the Closing Date pursuant to Section 3.14, (e) any inspection report prepared by or on behalf of the Master Servicer, Sub-Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator Trustee and the Paying Agent and Master Servicer in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
3.12(a), (viif) any as to each Mortgage Loan and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as Companion Loan pursuant to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none related Mortgagor is required to deliver such items or the Special Servicer has otherwise acquired such items, the most recent annual operating statement and rent roll of the conditions set forth in clauses (i), (ii) related Mortgaged Property and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments financial statements of the terms related Mortgagor and any other reports of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to Mortgagor collected by the Master Servicer, Sub-Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged PropertyPaying Agent pursuant to Section 3.12(c), together with the other information specified in accompanying written reports to be prepared by the Special Servicer and delivered to the Paying Agent pursuant to Section 8.14 of this Agreement;
3.12(b), (xg) any and all Officer’s Certificates notices, reports and other evidence Environmental Assessments delivered to the Certificate Administrator Paying Agent with respect to support any Mortgaged Property securing a Defaulted Mortgage Loan and Companion Loan as to which the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available environmental testing contemplated by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.3.09
Appears in 1 contract
Access to Certain Information. (a) The On or prior to the date of the first sale of any Non-Registered Certificate Administrator to an Independent third party, the Depositor shall provide to the Paying Agent and the Custodian shall afford Trustee three copies of any private placement memorandum or other disclosure document used by the Depositor or its Affiliate in connection with the offer and sale of the Class of Certificates to which such Non-Registered Certificate relates. In addition, if any Privileged Person access to such private placement memorandum or disclosure document is revised, amended or supplemented at any documentation (other than Privileged Information identified as such time following the delivery thereof to the Certificate Administrator upon delivery thereto) regarding Trustee and the Mortgage Loans or Paying Agent, the other assets Depositor promptly shall inform the Trustee of such event and shall deliver to the Paying Agent and the Trustee a copy of the Trust that are in its possession private placement memorandum or within its controldisclosure document, as revised, amended or supplemented. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator The Paying Agent (or the Custodian.
(b) The Certificate Administrator (or, in the case of with respect to item (viiiii)(j) below, the CustodianTrustee) shall maintain at its offices (andprimarily responsible for administering the Trust Fund and shall, upon reasonable prior written request and advance notice, make available during normal business hours, shall make available, or cause to be made available) hours for review by any Privileged Holder of a Certificate, the Depositor, the Master Servicer, the Special Servicer, any Rating Agency or any other Person to whom the Paying Agent (subject to Section 5.7 or the Trustee, if applicable) believes such disclosure is appropriate, originals or copies of the following items: (i) in the case of a Rating Agency) originals and/or copies (in paper Holder or electronic form) prospective transferee of the following items (to the extent such items were prepared by a Non-Registered Certificate, any private placement memorandum or delivered to the Certificate Administrator and do not constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):
(i) the Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the CertificatesClass of Certificates to which such Non-Registered Certificate belongs, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
Paying Agent and (ii) in all cases (a) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage Loan Purchase Agreements Agreement and any amendments and exhibits hereto or thereto;
(iii) all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders entered into pursuant to Section 5.4 12.01, (b) all statements required to be delivered to Certificateholders of this Agreement the relevant Class pursuant to Section 4.02 since the Closing Date;
, (ivc) all annual statements of compliance and annual assessments as to compliance Officer's Certificates delivered to the Certificate Administrator since Paying Agent and the Closing Date pursuant to Sections 13.9 and 13.10, respectively;
(v) all annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator Trustee since the Closing Date pursuant to Section 13.11;
11.09, (vid) all accountants' reports delivered to the most recent Trustee and the Paying Agent since the Closing Date pursuant to Section 11.11, (e) any inspection report prepared by or on behalf of the Master Servicer, Sub-Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator Trustee and the Paying Agent and Master Servicer in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of this Agreement;
3.12(a), (viif) any as to each Mortgage Loan and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as Companion Loan pursuant to which the environmental testing contemplated by Section 9.12(c) of this Agreement revealed that none related Mortgagor is required to deliver such items or the Special Servicer has otherwise acquired such items, the most recent annual operating statement and rent roll of the conditions set forth in clauses (i), (ii) related Mortgaged Property and (iii) thereof was satisfied;
(viii) the Mortgage File, including any and all modifications, waivers and amendments financial statements of the terms related Mortgagor and any other reports of the Mortgage Loans (or the A/B Whole Loans or Loan Pairs) entered into or consented to Mortgagor collected by the Master Servicer, Sub-Servicer or Special Servicer and delivered to the Certificate Administrator pursuant to Section 8.18 or Section 9.5 of this Agreement;
(ix) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged PropertyPaying Agent pursuant to Section 3.12(c), together with the other information specified in accompanying written reports to be prepared by the Special Servicer and delivered to the Paying Agent pursuant to Section 8.14 of this Agreement;
3.12(b), (xg) any and all Officer’s Certificates notices, reports and other evidence Environmental Assessments delivered to the Certificate Administrator Paying Agent with respect to support any Mortgaged Property securing a Defaulted Mortgage Loan and Companion Loan as to which the Master Servicer’s, the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(xi) notice of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and appointments of successors thereto);
(xii) all Special Notices;
(xiii) any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;
(xiv) each of the other documents made available environmental testing contemplated by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s Website and not otherwise listed in this Section 5.6(b); and
(xv) any other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence. The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.3.09
Appears in 1 contract
Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc15)