Common use of Access to Certain Information Clause in Contracts

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 14 contracts

Sources: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C5), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C7), Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C3)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s website or the Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection determines, in its reasonable good faith judgment consistent with providing the applicable Servicing Standard, that such disclosure would violate applicable law or granting any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information or access pursuant with respect to the prior paragraph to Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a Certificateholder, a Certificate Owner, a Serviced Nonwaiver of the attorney-client privilege on behalf of the Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderotherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer and or the Special Servicer each may require payment refrain from such Certificateholderdisclosing information that it reasonably determines would prejudice the interests of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan. Notwithstanding the limitation set forth in the next succeeding paragraph, a Certificate Owner but subject to the last sentence of the immediately preceding paragraph, upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced Non-Trust Mortgage Loan Noteholder AB Whole Loan, the holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided AB Subordinate Companion Loan) that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access has delivered an Investor Certification to the information described in Master Servicer or the preceding paragraphSpecial Servicer, as the case may be, the Master Servicer and (with respect to Non-Specially Serviced Loans) or the Special Servicer shall (with respect to Specially Serviced Loans), as applicable, may provide (or make available electronically) or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master Servicer or the Special Servicer, as applicable, may require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b))applicable, generally to the effect that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any information received continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement. Notwithstanding anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided for herein with respect to the Directing Certificateholder), unless required by it from time applicable law or court order, no Certificateholder (except, with respect to time a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files. (b) The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus and any other disclosure document relating to the Registered 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 and any amendments and exhibits hereto; (C) any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date; (D) the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and (E) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a tab or heading designated “periodic reports”: (A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement confidential from time to time; and (other than C) all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d); (B) all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a); (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; (D) a detailed worksheet showing the calculation of each Appraisal Reduction Amount, Collateral Deficiency Amount, and Cumulative Appraisal Reduction Amount on a current and cumulative basis; (E) the CREFC® Appraisal Reduction Template; and (F) any notice or documents provided to the Certificate Administrator by the Depositor, Master Servicer or Special Servicer directing the Certificate Administrator to post to the “additional documents” tab; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to communications with the Controlling Classa release pursuant to Section 3.09(d). In the case ; (B) any notice regarding a waiver, modification or amendment of the initial Controlling Class Representative, upon its or an Affiliate's acquisition terms of any Mortgage Loan pursuant to Section 3.18(g); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the Class T Certificatesoccurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (E) any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required to be delivered to the Certificateholders pursuant to Section 12.01; (F) any Asset Review Report Summary received by the Certificate Administrator; (G) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g); (H) any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (I) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (J) any notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03; (K) any notice of termination pursuant to Section 9.01; (L) any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26 or Section 12.03, respectively; (M) any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b); (N) any notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the Operating Advisor in connection with such entity shall be recommendation; (O) any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated (provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to have agreed exist due solely to keep all non-public information received the existence of an Excluded Loan, the Certificate Administrator will only be required to make available such notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent the Certificate Administrator has been notified of such Excluded Loan); (P) any notice that an Operating Advisor Consultation Event has occurred or is terminated; (Q) any notice of the occurrence of an Operating Advisor Termination Event; (R) any notice of the occurrence of an Asset Representations Reviewer Termination Event; (S) any assessments of compliance delivered to the Certificate Administrator; and (T) any attestation reports delivered to the Certificate Administrator; (U) any “special notices” required by it in such capacity from time a Certificateholder to time be posted on the Certificate Administrator’s website pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Section 5.06;

Appears in 10 contracts

Sources: Pooling and Servicing Agreement (BBCMS Mortgage Trust 2025-5c38), Pooling and Servicing Agreement (Benchmark 2025-V17 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2025-V18 Mortgage Trust)

Access to Certain Information. (a) Each of the The Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or the Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection determines, in its reasonable good faith judgment consistent with providing the applicable Servicing Standard, that such disclosure would violate applicable law or granting any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information or access pursuant with respect to the prior paragraph to Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a Certificateholder, a Certificate Owner, a Serviced Nonwaiver of the attorney-client privilege on behalf of the Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderotherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer and or the Special Servicer each may require payment refrain from such Certificateholderdisclosing information that it reasonably determines would prejudice the interest of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan. Notwithstanding the limitation set forth in the next succeeding paragraph, a Certificate Owner upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced Non-Trust Mortgage Loan Noteholder AB Whole Loan, the holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided AB Subordinate Companion Loan) that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access has delivered an Investor Certification to the information described in Master Servicer or the preceding paragraphSpecial Servicer, as the case may be, the Master Servicer and (with respect to Non-Specially Serviced Loans) or the Special Servicer shall (with respect to Specially Serviced Loans), as applicable, may provide (or make available electronically) or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master Servicer or the Special Servicer, as applicable, may require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b))applicable, generally to the effect that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any information received continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement. Notwithstanding anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided for herein with respect to the Directing Certificateholder), unless required by it from time applicable law or court order, no Certificateholder (except, with respect to time a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files. (b) The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; (C) any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date; (D) the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and (E) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a tab or heading designated “periodic reports”: (A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement confidential from time to time; and (C) all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d); (B) all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; (D) CREFC® Appraisal Reduction Template; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (E) any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required to be delivered to the Certificateholders pursuant to Section 12.01; (F) any Asset Review Report Summary received by the Certificate Administrator; (G) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g); (H) any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (I) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (J) any notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03; (K) any notice of termination pursuant to Section 9.01; (L) any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26 or Section 12.03, respectively; (M) any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b); (N) any notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the Operating Advisor in connection with such recommendation; (O) any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated; (P) any notice of the occurrence of an Operating Advisor Termination Event; (Q) any notice of the occurrence of an Asset Representations Reviewer Termination Event; (R) any assessments of compliance delivered to the Certificate Administrator; and (S) any attestation reports delivered to the Certificate Administrator; (T) any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant to Section 5.06; (U) any Proposed Course of Action Notice; (vi) the “Investor Q&A Forum” pursuant to Section 4.07(a); (vii) solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section 4.07(b); and (viii) the “Risk Retention” tab relating to any notices as to ongoing compliance by each Retaining Party 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; provided, that with respect to a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence of an Excluded Loan, the Certificate Administrator will only be required to provide notice of the occurrence and continuance of such event if it has been notified of or has knowledge of the existence of such Excluded Loan. The Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans available through its Internet website. Notwithstanding the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information” on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (viii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)). Any Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect to the Master Servicer, in electronic form) of an investor certification substantially in the form of Exhibit P-1D and upon delivery to the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder, all information (other than the Excluded Information with respect to communications any Excluded Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling ClassClass Loans)) available on the Certificate Administrator’s Website. In the case of the initial Directing Certificateholder or a Controlling Class RepresentativeCertificateholder that is not an Excluded Controlling Class Holder, upon its delivery of an investor certification substantially in the form of Exhibit P-1B hereto, the Directing Certificateholder or an Affiliate's acquisition of the Controlling Class T Certificates, such entity Certificateholder shall be deemed entitled to have agreed to keep access all non-public information received by it on the Certificate Administrator’s Website. The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor certification in such capacity the form of Exhibit P-1B hereto from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial the Directing Certificateholder or a Controlling Class Representative shall be deemed Certificateholder to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 8 contracts

Sources: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs7), Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C1)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to the Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such Certificateholder and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Holder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or the Special Servicer, Servicer to provide access as the case may be, designated by itprovided in this Section 3.13 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderthis Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or the Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such disclose any information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust or otherwise materially harm the Trust or the Trust. Without limiting the generality of the foregoing, the Master Servicer or the Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any CertificateholderCertificateholder (or with respect to any AB Subordinate Companion Loan, or any Certificate Owner the holder of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan) obtained by the Master Servicer or the Special Servicer; provided that, in connection therewithwith such request, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust. Notwithstanding anything to the contrary herein, unless required by applicable law or court order, no Certificateholder or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, the Mortgage Loan Purchase Agreement, this Agreement and the Commission ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; (C) the Mortgage Loan Purchase Agreement and any amendments and exhibits thereto; and (D) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without chargethe CREFC® Appraisal Reduction Amount Template, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Operating Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d); (B) all environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a); (C) all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.09(e); (D) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; and (E) any Appraisal Reduction Amount, any Collateral Deficiency Amount, and any resulting Cumulative Appraisal Reduction Amount delivered to the Certificate Administrator pursuant to Section 4.05(a) (which may be in the form of the CREFC® Loan Periodic Update File or the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor Reporting Package); (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan or Whole Loan pursuant to Section 3.18(g); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(i); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required to be delivered to the Certificateholders pursuant to Section 12.01; (F) any Asset Review Report Summary received by the Certificate Administrator; (G) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g); (H) any notice of resignation of the Trustee, as or the case may beCertificate Administrator, is responsible and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (I) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (J) any notice of resignation or termination of the case Master Servicer or the Special Servicer pursuant to Section 7.03; (K) any notice of termination pursuant to Section 9.01; (L) any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of appointment by the successor operating advisor or the successor Asset Representations Reviewer pursuant to Section 3.26 or Section 12.03, respectively; (M) any notice of any request by requisite percentage of Voting Rights for a vote to terminate the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(i) or the Asset Representations Reviewer pursuant to Section 12.05(b); (N) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the Operating Advisor and the related report prepared by the Operating Advisor in connection with such recommendation; (O) any notice that a Control Termination Event or an Operating Advisor Consultation Event has occurred or is terminated or that a Consultation Termination Event has occurred; (P) any notice of the occurrence of an Operating Advisor Termination Event; (Q) any notice of the occurrence of an Asset Representations Reviewer Termination Event; (R) any assessments of compliance delivered to the Certificate Administrator; and (S) any attestation reports delivered to the Certificate Administrator; (T) any “special notices” required by a Servicing Transfer EventCertificateholder to be posted on the Certificate Administrator’s website pursuant to Section 5.06; and (U) for any notice or documents provided to the servicing thereofCertificate Administrator by the Depositor or the Master Servicer directing the Certificate Administrator to post to the “Special Notices” tab; (vi) from the “Investor Q&A Forum” pursuant to Section 4.07(a); and (vii) solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section 4.07(b); (viii) subject to Section 3.32(b), the following parties: “risk retention special notices”, if any, shall also be posted to the “Risk Retention Special Notices” tab on the Certificate Administrator’s Website: (A) the disclosure required pursuant to Section 244.4(c)(1)(ii) of the Risk Retention Rule; and (B) any noncompliance of the applicable credit risk retention requirements under Section 15G of the Exchange Act by the Third Party Purchaser or a successor third party purchaser as and to the extent the Sponsor is required under the credit risk retention requirements under Section 15G of the Exchange Act; provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of an Excluded Loan, the Certificate Administrator will only be required to make available such notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent the Certificate Administrator has been notified of such Excluded Loan. 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 Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans available through its Internet website. Notwithstanding the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information” on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) the through (vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Representative regarding Holder that is a Borrower Party. Any Person (other than the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) Directing Holder or a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally Certificateholder) that is a Borrower Party shall only be entitled to access the Distribution Date Statements and the following items made available to the effect that such Person will keep any information received by it from time to time pursuant to general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreement confidential (other than with respect to communications with and the Controlling Class)SEC filings on the Certificate Administrator’s Website. In the case of the initial Directing Holder or a Controlling Class RepresentativeCertificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon its or delivery to the Master Servicer, the Special Servicer the Operating Advisor, the Certificate Administrator and the Trustee in physical form of an Affiliate's acquisition investor certification substantially in the form Exhibit P-1E and upon delivery to the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class T CertificatesHolder, such entity Excluded Controlling Class Holder shall be deemed entitled to have agreed access all information (other than the Excluded Information with respect to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial any Excluded Controlling Class Representative Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website. In the case of the Directing Holder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing Holder or Controlling Class Certificateholder shall be deemed entitled to have made such agreement without delivery of access all information on the Controlling Class Representative Confirmation.Certificate Administrator’s Website. The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administr

Appears in 8 contracts

Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2018-Gs9), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C42), Pooling and Servicing Agreement (Bank 2017-Bnk9)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or the Special Servicer’s Internet website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection determines, in its reasonable good faith judgment consistent with providing the applicable Servicing Standard, that such disclosure would violate applicable law or granting any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information or access pursuant with respect to the prior paragraph to Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a Certificateholder, a Certificate Owner, a Serviced Nonwaiver of the attorney-client privilege on behalf of the Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderotherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interests of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan. Notwithstanding the limitation set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph, upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the holder of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer’s reasonable satisfaction, the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall provide (or make available electronically) (at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan, if requested by the holder of the an AB Subordinate Companion Loan) obtained by the Master Servicer or the Special Servicer, as the case may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for spacebe; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In that, in connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraphtherewith, the Master Servicer and or the Special Servicer shall Servicer, as applicable, may require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may beapplicable, generally to the effect that such Person is a Holder of Certificates or Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified Privileged Person (other than the NRSROs) to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) receive copies of any annual operating statements, budgets and rent rolls and financial statements obtained either collected by the Master Servicer or the Special Servicer; provided that, Servicer or caused to be prepared by the Special Servicer in connection therewithrespect of each REO Property, the Master Servicer shall require deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports available to any Certificateholders on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to the Certificate Administrator. Notwithstanding anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder (except, with respect to a written confirmation executed by Mortgage Loan Seller, to the requesting Person substantially extent necessary for such party to comply with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such form as may capacities) or beneficial owner shall be reasonably acceptable to given access to, or be provided copies of, the Master Servicer, generally to the effect that such Person is a Holder of Certificates Mortgage Files or a beneficial holder of Book-Entry Certificates and will keep such information confidentialDiligence Files. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; (C) each Sub-Servicing Agreement delivered to the Certificate Administrator on and after the Closing Date; (D) the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and (E) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a monthly basistab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, upon reasonable prior notice 10-K, 8-K and during normal business hoursABS-EE that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a tab or heading designated “periodic reports”: (A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) any Operating Advisor Annual Reports provided by the Operating Advisor; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d); (B) all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a); (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; (D) the CREFC® Appraisal Reduction Template or a detailed worksheet showing the calculation of each Appraisal Reduction Amount, Collateral Deficiency Amount, and Cumulative Appraisal Reduction Amount on a current and cumulative basis; and (E) any notice or documents provided to the Certificate Administrator by the Depositor, Master Servicer or Special Servicer directing the Certificate Administrator to post to the “additional documents” tab; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(e); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(i); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required to be delivered to the Certificateholders pursuant to Section 12.01; (F) any Asset Review Report Summary received by the Certificate Administrator; (G) [Reserved]; (H) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (I) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (J) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (K) any notice of termination pursuant to Section 9.01; (L) any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26 or Section 12.03, respectively; (M) any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b); (N) any notice of recommendation of termination of the Special ServicerServicer by the Operating Advisor and the related report prepared by the Operating Advisor in connection with such recommendation; (O) any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated (provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of an Excluded Loan with respect to the Directing Certificateholder, would the Certificate Administrator will only be responsible upon required to make available such notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent the Certificate Administrator has been notified of such Excluded Loan); (P) any notice that an Operating Advisor Consultation Event has occurred or is terminated; (Q) any notice of the occurrence of a Servicing Transfer an Operating Advisor Termination Event; (R) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing any notice of the Mortgage Loans and/or the REO Properties; and occurrence of an Asset Representations Reviewer Termination Event; (iiS) the related Serviced Loan Combination Controlling Party regarding the performance and servicing any Proposed Course of each Serviced Loan Combination and/or Action Notice; (T) any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally assessments of compliance delivered to the effect that such Person will keep Certificate Administrator; (U) any information received by it from time attestation reports delivered to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Certificate Administrator;

Appears in 7 contracts

Sources: Pooling and Servicing Agreement (BMO 2025-C13 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2025-B41 Mortgage Trust), Pooling and Servicing Agreement (BMO 2025-C11 Mortgage Trust)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such Certificateholder and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13, the Master Servicer and the Special Servicer may each: (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or the Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection determines, in its reasonable good faith judgment consistent with providing the applicable Servicing Standard, that such disclosure would violate applicable law or granting any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information or access pursuant with respect to the prior paragraph to Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a Certificateholder, a Certificate Owner, a Serviced Nonwaiver of the attorney-client privilege on behalf of the Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderotherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer and or the Special Servicer each may require payment refrain from such Certificateholderdisclosing information that it reasonably determines would prejudice the interests of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan. Notwithstanding the limitation set forth in the next succeeding paragraph, a Certificate Owner but subject to the last sentence of the immediately preceding paragraph, upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced Non-Trust Mortgage Loan Noteholder AB Whole Loan, the holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided AB Subordinate Companion Loan) that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access has delivered an Investor Certification to the information described in Master Servicer or the preceding paragraphSpecial Servicer, as the case may be, the Master Servicer and (with respect to Non-Specially Serviced Loans) or the Special Servicer shall (with respect to Specially Serviced Loans), as applicable, may provide (or make available electronically) or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master Servicer or the Special Servicer, as applicable, may require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b))applicable, generally to the effect that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any information received continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement. Notwithstanding anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided for herein with respect to the Directing Certificateholder), unless required by it from time applicable law or court order, no Certificateholder (except, with respect to time a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files. (b) The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission E▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus and any other disclosure document relating to the Registered 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 and any amendments and exhibits hereto; (C) any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date; (D) the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and (E) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC E▇▇▇▇ filings”; (A) any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system; and (B) any notice delivered to the Certificate Administrator by the Depositor relating to the filing of a Form 8-K/A; (iii) The following documents, which will initially be made available under a tab or heading designated “periodic reports”: (A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement confidential from time to time; and (other than iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d); (B) all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a); (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; (D) the CREFC® Appraisal Reduction Template; (E) all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator; and (F) any notice or documents provided to the Certificate Administrator by the Depositor, Master Servicer or Special Servicer directing the Certificate Administrator to post to the “additional documents” tab; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to communications with the Controlling Classa release pursuant to Section 3.09(d). In the case ; (B) any notice regarding a waiver, modification or amendment of the initial Controlling Class Representative, upon its or an Affiliate's acquisition terms of any Mortgage Loan pursuant to Section 3.18(g); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h); (D) any notice of the Class T Certificates, such entity shall occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (E) any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required to be deemed delivered to have agreed the Certificateholders pursuant to keep all non-public information Section 12.01; (F) any Asset Review Report Summary received by it in such capacity from time to time the Certificate Administrator; (G) any notice of the termination of the Sub-Servicer delivered pursuant to this Agreement confidential, subject to applicable lawSection 3.20(g); (H) any notice of resignation of the Trustee or the Certificate Administrator, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery any notice of the Controlling Class Representative Confirmation.acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (I) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (J) any notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03; (K) any notice of termination pursuant to Section 9.01; (L) any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26(j) or Section 12.03, respectively; (M) any notice of any request by requisite percentage of Certificateholders for a vote to terminate a Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b); (N) any notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared by the Operating Advisor in connection with such recommendation; (O) any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated; (P) any notice that an Operating Advisor Consultation Event has occurred or is terminated; (Q) any notice of the occurrence of an Operating Advisor Termination Event; (R) any notice of the occurrence of an Asset Representations Reviewer Termination Event; (S) any assessments of compliance delivered to the Certificate Administrator; (T) any attestation reports delivered to the Certificate Administrator; (U) any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant to Section 5.06;

Appears in 7 contracts

Sources: Pooling and Servicing Agreement (BBCMS Mortgage Trust 2025-5c38), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2025-5c2), Pooling and Servicing Agreement (Benchmark 2025-V17 Mortgage Trust)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s website or the Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection determines, in its reasonable good faith judgment consistent with providing the applicable Servicing Standard, that such disclosure would violate applicable law or granting any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information or access pursuant with respect to the prior paragraph to Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a Certificateholder, a Certificate Owner, a Serviced Nonwaiver of the attorney-client privilege on behalf of the Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderotherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer and or the Special Servicer each may require payment refrain from such Certificateholderdisclosing information that it reasonably determines would prejudice the interests of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan. Notwithstanding the limitation set forth in the next succeeding paragraph, a Certificate Owner but subject to the last sentence of the immediately preceding paragraph, upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced Non-Trust Mortgage Loan Noteholder AB Whole Loan, the holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided AB Subordinate Companion Loan) that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access has delivered an Investor Certification to the information described in Master Servicer or the preceding paragraphSpecial Servicer, as the case may be, the Master Servicer and (with respect to Non-Specially Serviced Loans) or the Special Servicer shall (with respect to Specially Serviced Loans), as applicable, may provide (or make available electronically) or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master Servicer or the Special Servicer, as applicable, may require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b))applicable, generally to the effect that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any information received continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement. Notwithstanding anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided for herein with respect to the Directing Certificateholder), unless required by it from time applicable law or court order, no Certificateholder (except, with respect to time a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files. (b) The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus and any other disclosure document relating to the Registered 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 and any amendments and exhibits hereto; (C) any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date; (D) the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and (E) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a tab or heading designated “periodic reports”: (A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement confidential from time to time; and (other than C) all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d); (B) all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a); (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; (D) a detailed worksheet showing the calculation of each Appraisal Reduction Amount, Collateral Deficiency Amount, and Cumulative Appraisal Reduction Amount on a current and cumulative basis; (E) the CREFC® Appraisal Reduction Template; and (F) any notice or documents provided to the Certificate Administrator by the Depositor, Master Servicer or Special Servicer directing the Certificate Administrator to post to the “additional documents” tab; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to communications with the Controlling Classa release pursuant to Section 3.09(d). In the case ; (B) any notice regarding a waiver, modification or amendment of the initial Controlling Class Representative, upon its or an Affiliate's acquisition terms of any Mortgage Loan pursuant to Section 3.18(g); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the Class T Certificatesoccurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (E) any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required to be delivered to the Certificateholders pursuant to Section 12.01; (F) any Asset Review Report Summary received by the Certificate Administrator; (G) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g); (H) any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (I) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (J) any notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03; (K) any notice of termination pursuant to Section 9.01; (L) any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26 or Section 12.03, respectively; (M) any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b); (N) any notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the Operating Advisor in connection with such entity shall be recommendation; (O) any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated (provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to have agreed exist due solely to keep all non-public information received the existence of an Excluded Loan, the Certificate Administrator will only be required to make available such notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent the Certificate Administrator has been notified of such Excluded Loan); (P) any notice that an Operating Advisor Consultation Event has occurred or is terminated; (Q) any notice of the occurrence of an Operating Advisor Termination Event; (R) any notice of the occurrence of an Asset Representations Reviewer Termination Event; (S) any assessments of compliance delivered to the Certificate Administrator; and (T) any attestation reports delivered to the Certificate Administrator; (U) any “special notices” required by it in such capacity from time a Certificateholder to time be posted on the Certificate Administrator’s website pursuant to this Agreement confidential, subject Section 5.06; (V) any Proposed Course of Action Notice; and (W) any notice or documents provided to applicable law, and such initial Controlling Class Representative shall be deemed the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate Administrator to have made such agreement without delivery of post to the Controlling Class Representative Confirmation.“Special Notices” tab;

Appears in 5 contracts

Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c6), Pooling and Servicing Agreement (BBCMS Mortgage Trust 2025-5c37), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c5)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder or VRR Interest Owner that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate such Certificateholder or VRR Interest Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so within its control which may be required by applicable law law. At the election of the applicable Master Servicer, the applicable Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and such Master Servicer, such Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or and the Serviced NonVRR Interest Owners, as applicable) of a sum sufficient to cover the reasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of a Master Servicer or a Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13, each applicable Master Servicer and each applicable Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through each applicable Master Servicer’s or each applicable Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that such Master Servicer or such Special Servicer, as the case may be, designated by it. In connection determines, in its reasonable good faith judgment consistent with providing the applicable Servicing Standard, that such disclosure would violate applicable law or granting any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information or access pursuant with respect to the prior paragraph Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality of the foregoing, a Master Servicer or a Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interests of the Certificateholders and the VRR Interest Owners with respect to a Certificateholderworkout or exercise of remedies as to any particular Mortgage Loan. Notwithstanding the limitation set forth in the next succeeding paragraph, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access but subject to the information described in last sentence of the immediately preceding paragraph, upon the Master Servicer and reasonable request of any Certificateholder or VRR Interest Owner (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the Special Servicer shall require (prior to affording holder of such accessAB Subordinate Companion Loan) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable that has delivered an Investor Certification to the applicable Master Servicer or the applicable Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the Master Servicer's reasonable satisfactionapplicable Special Servicer (with respect to Specially Serviced Loans), the Master Servicer as applicable, may provide (or forward make available electronically) (or make available at the expense of such Certificateholder Certificateholder, VRR Interest Owner or Certificate Owner) holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls (or, with respect to residential cooperative properties, maintenance schedules) and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the applicable Master Servicer or the applicable Special Servicer, as the case may be; provided that, in connection therewithwith such request, the such Master Servicer shall or such Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the such Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b))applicable, generally to the effect that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any information received continuing rights the Certificateholder, VRR Interest Owner or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement. Notwithstanding anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or VRR Interest Owners or as specifically provided for herein with respect to the Directing Certificateholder), unless required by it from time applicable law or court order, no Certificateholder or VRR Interest Owner (except, with respect to time a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the related Mortgage Loan Purchase Agreement, and except for each applicable Master Servicer and the Certificate Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files. (b) The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus and any other disclosure document relating to the Registered 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 and any amendments and exhibits hereto; (C) any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date; (D) the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and (E) the CREFC® Loan Setup File provided by each applicable Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; and (B) any notice delivered to the Certificate Administrator by the Depositor relating to the filing of a Form 8-K/A; (iii) The following documents, which will initially be made available under a tab or heading designated “periodic reports”: (A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report to the extent delivered by each applicable Master Servicer pursuant to this Agreement confidential from time to time; and (other than iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d); (B) all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a); (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; (D) the CREFC® Appraisal Reduction Template; (E) all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator; and (F) any notice or documents provided to the Certificate Administrator by the Depositor, the applicable Master Servicer or the applicable Special Servicer directing the Certificate Administrator to post to the “additional documents” tab; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to communications with the Controlling Classa release pursuant to Section 3.09(d). In the case ; (B) any notice regarding a waiver, modification or amendment of the initial Controlling Class Representative, upon its terms of any Mortgage Loan pursuant to Section 3.18(g); (C) any notice of final payment on the Certificates or an Affiliate's acquisition the VRR Interest delivered to the Certificate Administrator pursuant to Section 4.01(h); (D) any notice of the Class T Certificates, such entity shall occurrence of any Servicer Termination Event or termination of a Master Servicer or a Special Servicer delivered pursuant to Section 7.01; (E) any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required to be deemed delivered to have agreed the Certificateholders or the VRR Interest Owners pursuant to keep all non-public information Section 12.01; (F) any Asset Review Report Summary received by it in such capacity from time to time the Certificate Administrator; (G) any notice of the termination of the Sub-Servicer delivered pursuant to this Agreement confidential, subject to applicable lawSection 3.20(g); (H) any notice of resignation of the Trustee or the Certificate Administrator, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery any notice of the Controlling Class Representative Confirmation.acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (I) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (J) any notice of resignation or termination of a Master Servicer or a Special Servicer pursuant to Section 7.03; (K) any notice of termination pursuant to Section 9.01; (L) any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26(j) or Section 12.03, respectively; (M) any notice of any request by requisite percentage of Certificateholders for a vote to terminate a Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b); (N) any notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared by the Operating Advisor in connection with such recommendation; (O) any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated; (P) any notice that an Operating Advisor Consultation Event has occurred or is terminated; (Q) any notice of the occurrence of an Operating Advisor Termination Event; (R) any notice of the occurrence of an Asset Representations Reviewer Termination Event; (S) any assessments of compliance delivered to the Certificate Administrator; and (T) any attestation reports delivered to the Certificate Administrator; (U) any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant to Section 5.06; (V) any notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate Administrator to post to the “Special Notices” tab; (W) any Proposed Course of Action Notice; (vi) the “Investor Q&A Forum” pursuant to Section 4.07(a);

Appears in 5 contracts

Sources: Pooling and Servicing Agreement (BMO 2025-C13 Mortgage Trust), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35), Pooling and Servicing Agreement (BBCMS Mortgage Trust 2025-C35)

Access to Certain Information. (a) Each of the The Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such Certificateholder and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or the Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection determines, in its reasonable good faith judgment consistent with providing the applicable Servicing Standard, that such disclosure would violate applicable law or granting any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information or access pursuant with respect to the prior paragraph to Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a Certificateholder, a Certificate Owner, a Serviced Nonwaiver of the attorney-client privilege on behalf of the Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderotherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer and or the Special Servicer each may require payment refrain from such Certificateholderdisclosing information that it reasonably determines would prejudice the interest of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan. Notwithstanding the limitation set forth in the next succeeding paragraph, a Certificate Owner but subject to the last sentence of the immediately preceding paragraph, upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced Non-Trust Mortgage Loan Noteholder AB Whole Loan, the holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided AB Subordinate Companion Loan) that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access has delivered an Investor Certification to the information described in Master Servicer or the preceding paragraphSpecial Servicer, as the case may be, the Master Servicer and (with respect to Non-Specially Serviced Loans) or the Special Servicer shall (with respect to Specially Serviced Loans), as applicable, may provide (or make available electronically) or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls (or, with respect to residential cooperative properties, maintenance schedules) and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master Servicer or the Special Servicer, as applicable, may require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b))applicable, generally to the effect that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any information received continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement. Notwithstanding anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided for herein with respect to the Directing Certificateholder), unless required by it from time applicable law or court order, no Certificateholder (except, with respect to time a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files. (b) The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus and any other disclosure document relating to the Registered 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 and any amendments and exhibits hereto; (C) any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date; (D) the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and (E) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a tab or heading designated “periodic reports”: (A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; and (B) the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement confidential from time to time; (other than iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, if an AB Control Appraisal Period is not in effect, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d); (B) all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a); (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; (D) CREFC® Appraisal Reduction Template; (E) all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator; and (F) any notice or documents provided to the Certificate Administrator by the Depositor, the Master Servicer or the Special Servicer directing the Certificate Administrator to post to the “additional documents” tab; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to communications with the Controlling Classa release pursuant to Section 3.09(d). In the case ; (B) any notice regarding a waiver, modification or amendment of the initial Controlling Class Representative, upon its or an Affiliate's acquisition terms of any Mortgage Loan pursuant to Section 3.18(g); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h); (D) any notice of the Class T Certificates, such entity shall occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (E) any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required to be deemed delivered to have agreed the Certificateholders pursuant to keep all non-public information Section 12.01; (F) any Asset Review Report Summary received by it in such capacity from time to time the Certificate Administrator; (G) any notice of the termination of the Sub-Servicer delivered pursuant to this Agreement confidential, subject to applicable lawSection 3.20(g); (H) any notice of resignation of the Trustee or the Certificate Administrator, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery any notice of the Controlling Class Representative Confirmation.acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (I) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (J) any notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03; (K) any notice of termination pursuant to Section 9.01; (L) any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26 or Section 12.03, respectively; (M) any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b); (N) any notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the Operating Advisor in connection with such recommendation; (O) any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated; (P) any notice that an Operating Advisor Consultation Event has occurred or is terminated; (Q) any notice of the occurrence of an Operating Advisor Termination Event; (R) any notice of the occurrence of an Asset Representations Reviewer Termination Event; (S) any assessments of compliance delivered to the Certificate Administrator; (T) any attestation reports delivered to the Certificate Administrator; (U) any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant to Section 5.06;

Appears in 4 contracts

Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35), Pooling and Servicing Agreement (Bank 2025-Bnk50), Pooling and Servicing Agreement (Bank 2025-Bnk49)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer The Certificate Administrator shall afford to any Privileged Person (which for this purpose excludes a Privileged Person who provides the Trustee, Certificate Administrator with an Investor/Interest Owner Certification substantially in the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction form of the Master Servicer or the Special Servicer, as the case may be), Exhibit K-2 hereto) and to the OTSOffice 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 Certificate Owner documentation regarding the Trust Loan or the other assets of the Trust Fund that are in its possession or within its control, including without limitation: (identified as such i) the Whole Loan files, including any and all modifications, waivers and amendments to the reasonable satisfaction terms of the Master 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 and any other statements or reports of the Borrowers, if any, collected by or on behalf of the Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholderapplicable, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating delivered to the related Serviced Non-Trust Mortgage Loan)Certificate Administrator for each Property, except and (iii) all notices and reports delivered to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject Certificate Administrator with respect to a privilege under Property as to which environmental testing revealed any failure of such Property to comply with any applicable law to be asserted on behalf of the Certificateholders law, including any environmental law, or the Serviced Non-Trust Mortgage Loan Noteholderswhich revealed an environmental condition present at such 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 Master Servicer or Certificate Administrator. The Certificate Administrator will provide copies of the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant items described in this Section 8.14(a) to the prior paragraph to extent in its possession to, and upon reasonable written request of, any Certificateholder that has delivered an Investor/Interest Owner Certification in the form of Exhibit K-1 (other than a Certificateholder, Certificateholder or Beneficial Owner that is a Privileged Person who provides the Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Administrator with an Investor/Interest Owner Certification in the form of Exhibit K-2 hereto). The Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each Administrator may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover for the reasonable costs and expenses of providing such information or access, including copy charges the copies and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall also require (prior to affording such access) a written confirmation executed by the requesting Person substantially Person, in such a form as may be reasonably acceptable to the Master Servicer or the Special ServicerCertificate Administrator, as the case may be, generally to the effect that such the Person making the request is a Holder Beneficial Owner or prospective purchaser of Certificates or a beneficial holder of Book-Entry Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and will otherwise keep such the information confidential. Upon the reasonable request of any CertificateholderCertificateholders, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder acceptance of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T their Certificates, such entity shall be deemed to have agreed to keep all non-public the information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 4 contracts

Sources: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2025-C65), Trust and Servicing Agreement (Benchmark 2025-B41 Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any Certificateholder, or any Certificate Owner Certificateholder identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate OwnerCertificateholder) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC Bond Level File, the CREFC Collateral Summary File, the CREFC Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC Investor Reporting Package” (including, without limitation, the CREFC Operating Statement Analysis Report and the Special Servicer shallCREFC NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(i); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (M) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at ▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMCC 2013-LC11” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling ClassRating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) 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 related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.15(f); (xviii) any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.19(d), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 12.10. 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. 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 case event that any information is delivered or posted in error, each of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of Certificate Administrator and the Class T Certificates, 17g-5 Information Provider may remove such entity information 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 agreed obtained actual knowledge of any information merely by posting such information to keep all non-public the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information received was not produced by it the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall the form of Exhibit P-2 hereto (which certification may be deemed to have made such agreement without delivery of submitted electronically via the Controlling Class Representative Confirmation.17g-5

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer The Certificate Administrator shall afford to any Privileged Person (which for this purpose excludes a Privileged Person who provides the Trustee, Certificate Administrator with an Investor Certification substantially in the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction form of the Master Servicer or the Special Servicer, as the case may be), Exhibit J-2 hereto) and to the OTSOffice 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 Certificate Owner documentation regarding the Mortgage Loan or the other assets of the Trust Fund that are in its possession or within its control including, without limitation: (identified as such i) the Mortgage Loan files, including any and all modifications, waivers and amendments to the reasonable satisfaction terms of the Master Mortgage Loan entered into or consented to by the Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans Servicer and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating delivered to the related Serviced Non-Trust Mortgage Loan)Certificate Administrator; (ii) the annual, except to the extent it is prohibited from doing so quarterly and monthly operating statements, if any, collected by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders Servicer or Special Servicer, as applicable, and delivered to the Serviced Non-Trust Mortgage Loan NoteholdersCertificate 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 Master 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 (other than a Certificateholder or Beneficial Owner that is a Privileged Person who provides the Certificate Administrator with an Investor Certification in the form of Exhibit J-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 shall make available to Privileged Persons (which for this purpose excludes a Privileged Person who provided the Certificate Administrator with an Investor Certification in the form of Exhibit J-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 in electronic format to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇): (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(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) The following “additional documents”: (A) summaries of Asset Status Reports and Final 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); 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 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 its or the Special Servicer’s, as the case may be, designated by it. In connection with providing or granting determination that any information or access Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or Section 3.23(f); (E) any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access Notice delivered to the information described in 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 preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally Servicer delivered to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable Trustee pursuant to Section 7.1(c); (I) any request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each Certificateholders representing at least 25% of the Master Servicer and Voting Rights to terminate the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available pursuant to answer questions Section 7.1(e); (if J) 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; (K) any notice sent by the extent Trustee requesting the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case resignation of the Special Servicer, would be responsible upon Servicer or providing notice of the occurrence appointment of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided replacement special servicer in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and event that the Special Servicer shall require becomes a Borrower Related Party; and (prior to providing such information for L) whether a Subordinate Control Period or Subordinate Consultation Period is in effect. (v) the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time “Investor Q&A Forum” pursuant to this Agreement confidential (other than with respect to communications with the Controlling ClassSection 4.5(a). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.; and

Appears in 3 contracts

Sources: Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P6), Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Companion Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage the Companion Loan NoteholderNoteholders, to records relating to the related Serviced Non-Trust Mortgage LoanCompanion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Companion Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder, the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 3 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), Pooling and Servicing Agreement (Greenwich Capital Comm Mort Pass THR Certs Ser 2003-C2)

Access to Certain Information. (a) Each Subject to the provisions of Section 2.10, the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the Indenture Trustee, the Underwriters, Controlling Class Representative and the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, Agencies access to any records documentation regarding the Serviced Mortgage Loans and the servicing thereof Notes that are within its control (which access shall may be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder required by this Agreement or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)by applicable law, except to the extent it is prohibited from doing so by applicable law or contract or to the extent that (i) such information documentation is subject to a claim of privilege under applicable law that has been asserted by the Noteholders and of which the Servicer has received written notice or (ii) the Servicer is otherwise prohibited from making such disclosure under applicable law, or may be subject to liability for making such disclosure in the Opinion of Counsel for the Servicer (which counsel may be asserted on behalf a salaried employee of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersServicer). Such access shall be afforded without charge, but only upon reasonable prior written request and during normal business hours (a) at the offices of the Master Servicer designated by it or (b) alternatively, the Servicer may send copies by first class mail of the requested information to the address designated in the written request of the requesting party. However, the Servicer may charge for any copies requested by said Persons. The Servicer shall be permitted to affix a reasonable disclaimer to any information provided by it pursuant to this Section 2.07. Nothing herein shall be deemed to require the Servicer to confirm, represent or warrant the accuracy of (or to be liable or responsible for) any other Person’s information or report, including any communication from the Issuer, any Asset Entity or the Special ServicerManager. The Servicer shall produce the reports required of it under this Agreement; provided, as however, that the case may be, designated by itServicer shall not be required to produce any ad hoc non-standard written reports with respect to the Notes or the Tenant Site Assets. In connection with providing or granting any information or access pursuant the event the Servicer elects to the prior paragraph to a Certificateholderprovide such non-standard reports, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each it may require payment from the Person requesting such Certificateholder, report (other than a Certificate Owner Rating Agency or the Indenture Trustee) to pay a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient reasonable fee to cover the reasonable costs and expenses of providing such the preparation thereof. Any transmittal of information hereunder, or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access respect to the information described in Notes or the preceding paragraphTenant Site Assets, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Servicer to any Person substantially in such form as may be reasonably acceptable to other than the Master Servicer Indenture Trustee or the Special ServicerRating Agencies shall be accompanied by a letter from the Servicer containing the following provision: By receiving the information set forth herein, as you hereby acknowledge and agree that the case may beUnited States securities laws restrict any person who possesses material, generally to non-public information regarding the effect that such Person is a Holder of Certificates Notes or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any CertificateholderIssuer, or any Certificate Owner identified of its subsidiaries from purchasing or selling such Notes or any securities of the Issuer, in circumstances where the other party to the Master Servicer transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the Master Servicer's reasonable satisfactionpurposes of, the Master and such information may be used only in connection with, evaluation by you or another Noteholder, Note Owner or prospective purchaser of such Notes or beneficial interest therein. The Servicer may make available by electronic media certain information and any reports that the Servicer is required to provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect in addition to communications with delivering such information to the Controlling ClassIndenture Trustee as provided herein). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 3 contracts

Sources: Servicing Agreement, Servicing Agreement (Landmark Infrastructure Partners LP), Servicing Agreement (Landmark Infrastructure Partners LP)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such Certificateholder and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13, the Master Servicer and the Special Servicer may each: (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or the Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection determines, in its reasonable good faith judgment consistent with providing the applicable Servicing Standard, that such disclosure would violate applicable law or granting any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information or access pursuant with respect to the prior paragraph to Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a Certificateholder, a Certificate Owner, a Serviced Nonwaiver of the attorney-client privilege on behalf of the Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderotherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer and or the Special Servicer each may require payment refrain from such Certificateholderdisclosing information that it reasonably determines would prejudice the interests of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan. Notwithstanding the limitation set forth in the next succeeding paragraph, a Certificate Owner but subject to the last sentence of the immediately preceding paragraph, upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced Non-Trust Mortgage Loan Noteholder AB Whole Loan, the holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided AB Subordinate Companion Loan) that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access has delivered an Investor Certification to the information described in Master Servicer or the preceding paragraphSpecial Servicer, as the case may be, the Master Servicer and (with respect to Non-Specially Serviced Loans) or the Special Servicer shall (with respect to Specially Serviced Loans), as applicable, may provide (or make available electronically) or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master Servicer or the Special Servicer, as applicable, may require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b))applicable, generally to the effect that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any information received continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement. Notwithstanding anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided for herein with respect to the Directing Certificateholder), unless required by it from time applicable law or court order, no Certificateholder (except, with respect to time a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files. (b) The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus and any other disclosure document relating to the Registered 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 and any amendments and exhibits hereto; (C) any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date; (D) the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and (E) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; and (B) any notice delivered to the Certificate Administrator by the Depositor relating to the filing of a Form 8-K/A; (iii) The following documents, which will initially be made available under a tab or heading designated “periodic reports”: (A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement confidential from time to time; and (other than iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d); (B) all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a); (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; (D) the CREFC® Appraisal Reduction Template; (E) all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator; and (F) any notice or documents provided to the Certificate Administrator by the Depositor, Master Servicer or Special Servicer directing the Certificate Administrator to post to the “additional documents” tab; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to communications with the Controlling Classa release pursuant to Section 3.09(d). In the case ; (B) any notice regarding a waiver, modification or amendment of the initial Controlling Class Representative, upon its or an Affiliate's acquisition terms of any Mortgage Loan pursuant to Section 3.18(g); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h); (D) any notice of the Class T Certificates, such entity shall occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (E) any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required to be deemed delivered to have agreed the Certificateholders pursuant to keep all non-public information Section 12.01; (F) any Asset Review Report Summary received by it in such capacity from time to time the Certificate Administrator; (G) any notice of the termination of the Sub-Servicer delivered pursuant to this Agreement confidential, subject to applicable lawSection 3.20(g); (H) any notice of resignation of the Trustee or the Certificate Administrator, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery any notice of the Controlling Class Representative Confirmation.acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (I) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (J) any notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03; (K) any notice of termination pursuant to Section 9.01; (L) any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26(j) or Section 12.03, respectively; (M) any notice of any request by requisite percentage of Certificateholders for a vote to terminate a Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b); (N) any notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared by the Operating Advisor in connection with such recommendation; (O) any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated; (P) any notice that an Operating Advisor Consultation Event has occurred or is terminated; (Q) any notice of the occurrence of an Operating Advisor Termination Event; (R) any notice of the occurrence of an Asset Representations Reviewer Termination Event; (S) any assessments of compliance delivered to the Certificate Administrator; (T) any attestation reports delivered to the Certificate Administrator; (U) any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant to Section 5.06;

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (Bank5 2025-5yr15), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c4), Pooling and Servicing Agreement (Bank5 2025-5yr14)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and Loan and, with respect to the servicing thereof within its control (which access shall be limitedDirecting Certificateholder, other than the Excluded Loan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any Certificateholder, or any Certificate Owner Certificateholder identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate OwnerCertificateholder) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC Bond Level File, the CREFC Collateral Summary File, the CREFC Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC Investor Reporting Package” (including, without limitation, the CREFC Operating Statement Analysis Report and the Special Servicer shallCREFC NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); provided that such items relating to the Excluded Loan (which shall be delivered to the Certificate Administrator in a separate file labeled with the loan number and loan name) shall not be available to any Excluded Holder; (B) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(i); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (M) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to the Excluded Loan Combination Controlling Party regarding to the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided extent such information was included in the following sentence, in Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website. In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at ▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMCC 2013-C10” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling Class). In Rating Agencies or any written question or request from the case Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the initial Controlling Class Representative, upon its information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) or an Affiliate's acquisition regarding any request for a Rating Agency Confirmation or regarding any of the Class T Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such entity oral communication shall be deemed not identify the Rating Agency with whom the communication was held pursuant to have agreed Section 3.15(f); (xviii) any other information delivered to keep all non-public information received by it in such capacity from time to time the 17g-5 Information Provider pursuant to this Agreement confidentialincluding, subject without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.19(d), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to applicable lawthe Rating Agencies pursuant to this Agreement including, and such initial Controlling Class Representative without limitation, Section 12.10. The foregoing information shall be deemed 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. The 17g-5 Information Provider shall have no obligation or duty to have made such agreement without delivery 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, each of the Controlling Class Representative Confirmation.Certificate Administrator and the 17g-5 Information Provider may remove such information

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so within its control which may be required by applicable law law. At the election of the applicable Master Servicer, the applicable Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and such Master Servicer, such Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of a Master Servicer or a Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13, each applicable Master Servicer and each applicable Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the applicable Master Servicer’s or the applicable Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that such Master Servicer or such Special Servicer, as the case may be, designated by it. In connection determines, in its reasonable good faith judgment consistent with providing the applicable Servicing Standard, that such disclosure would violate applicable law or granting any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information or access pursuant with respect to the prior paragraph Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality of the foregoing, a Master Servicer or a Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interest of the Certificateholders with respect to a Certificateholderworkout or exercise of remedies as to any particular Mortgage Loan. Notwithstanding the limitation set forth in the next succeeding paragraph, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access but subject to the information described in last sentence of the immediately preceding paragraph, upon the Master Servicer and reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the Special Servicer shall require (prior to affording holder of such accessAB Subordinate Companion Loan) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable that has delivered an Investor Certification to the applicable Master Servicer or the applicable Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the Master Servicer's reasonable satisfactionapplicable Special Servicer (with respect to Specially Serviced Loans), the Master Servicer as applicable, may provide (or forward make available electronically) (or make available at the expense of such Certificateholder or Certificate Owner) holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls (or, with respect to residential cooperative properties, maintenance schedules) and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the applicable Master Servicer or the applicable Special Servicer, as the case may be; provided that, in connection therewithwith such request, the such Master Servicer shall or such Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the such Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b))applicable, generally to the effect that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any information received continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement. Notwithstanding anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided for herein with respect to the Directing Certificateholder), unless required by it from time applicable law or court order, no Certificateholder (except, with respect to time a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the related Mortgage Loan Purchase Agreement, and except for each applicable Master Servicer and the Certificate Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files. (b) The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus and any other disclosure document relating to the Registered 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 and any amendments and exhibits hereto; (C) any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date; (D) the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and (E) the CREFC® Loan Setup File provided by the applicable Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a tab or heading designated “periodic reports”: (A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; and (B) the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the applicable Master Servicer pursuant to this Agreement confidential from time to time; and (other than iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, if an AB Control Appraisal Period is not in effect, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d); (B) all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a); (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; (D) CREFC® Appraisal Reduction Template; (E) all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator; and (F) any notice or documents provided to the Certificate Administrator by the Depositor, the applicable Master Servicer or the applicable Special Servicer directing the Certificate Administrator to post to the “additional documents” tab; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to communications with the Controlling Classa release pursuant to Section 3.09(d). In the case ; (B) any notice regarding a waiver, modification or amendment of the initial Controlling Class Representative, upon its or an Affiliate's acquisition terms of any Mortgage Loan pursuant to Section 3.18(g); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h); (D) any notice of the Class T Certificates, such entity shall occurrence of any Servicer Termination Event or termination of a Master Servicer or a Special Servicer delivered pursuant to Section 7.01; (E) any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required to be deemed delivered to have agreed the Certificateholders pursuant to keep all non-public information Section 12.01; (F) any Asset Review Report Summary received by it in such capacity from time to time the Certificate Administrator; (G) any notice of the termination of the Sub-Servicer delivered pursuant to this Agreement confidential, subject to applicable lawSection 3.20(g); (H) any notice of resignation of the Trustee or the Certificate Administrator, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery any notice of the Controlling Class Representative Confirmation.acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (I) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (J) any notice of resignation or termination of a Master Servicer or a Special Servicer pursuant to Section 7.03; (K) any notice of termination pursuant to Section 9.01; (L) any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26 or Section 12.03, respectively; (M) any notice of any request by requisite percentage of Certificateholders for a vote to terminate a Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b); (N) any notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared by the Operating Advisor in connection with such recommendation; (O) any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated; (P) any notice of the occurrence of an Operating Advisor Termination Event; (Q) any notice that an Operating Advisor Consultation Event has occurred or is terminated; (R) any notice of the occurrence of an Asset Representations Reviewer Termination Event; (S) any assessments of compliance delivered to the Certificate Administrator; (T) any attestation reports delivered to the Certificate Administrator; (U) any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant to Section 5.06;

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35), Pooling and Servicing Agreement (Benchmark 2025-B41 Mortgage Trust), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to any Certificateholder or Certificate Owner that is, or is affiliated with, a federally insured financial institution, the Trustee, the Underwriters, the Rating AgenciesPaying Agent, the Depositor, any Certificateholder, any Serviced Non-Trust each Mortgage Loan Noteholder and any Certificate Owner (identified as such Seller, each Rating Agency, the Directing Certificateholder to the reasonable satisfaction of the Master Servicer Servicer, or to the Special Servicer, as the case may be)applicable, and to the OTS, the FDIC FDIC, the Federal Reserve Board and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner and to each Holder of a Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P or Class NR Certificate, and to each Companion Holder (identified as such solely with respect to the reasonable satisfaction related AB Mortgage Loan) access to any documentation or information regarding the Mortgage Loans and related Companion Loans and the Trust Fund within its control which may be required by this Agreement or by applicable law. At the election of the Master Servicer or the Special Servicer, such access may be afforded to such Person identified above by the delivery of copies of information as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans requested by such Person and the servicing thereof within its control (which access Master Servicer or the Special Servicer shall be limited, in permitted to require payment (other than from the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect Directing Certificateholder of a Serviced Nonsum sufficient to cover the reasonable out-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Nonof-Trust Mortgage Loan), except to the extent pocket costs incurred by it is prohibited from doing so by applicable law or contract or to the extent in making such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholderscopies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs and execute a reasonable and customary confidentiality agreement with respect to such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15; provided that nothing in this paragraph shall provide a basis for not providing to the Directing Certificateholder any information specifically required to be delivered to it under the terms of this Agreement. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or any intellectual property which the Master Servicer or the Special Servicer is restricted by license or contract from disclosing. In connection with providing or granting any access to information or access pursuant to this Section 3.15 to parties other than the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder Trustee or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderthe Paying Agent, the Master Servicer and the Special Servicer may each may require payment from (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such Certificateholder, information and/or condition access to information on the execution of a Certificate Owner reasonable confidentiality agreement; (iii) withhold access to confidential information or a Serviced Non-Trust any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan Noteholder if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a sum sufficient waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to cover the reasonable costs and expenses contrary, the failure of providing such the Master Servicer or the Special Servicer to disclose any information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally to determines, in its reasonable good faith judgment consistent with the effect applicable Servicing Standards, that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, disclosure would violate applicable law or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence provision of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing Mortgage Loan document or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans and/or or Companion Loans or the REO Mortgaged Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) constitute a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case waiver of the initial Controlling Class Representative, upon its or an Affiliate's acquisition attorney-client privilege on behalf of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of Trust or the Controlling Class Representative ConfirmationTrust Fund or otherwise materially harm the Trust or the Trust Fund.

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) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any CertificateholderCertificateholder (or with respect to any AB Subordinate Companion Loan, or any Certificate Owner the holder of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Ownerholder of such AB Subordinate Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Whole Loan, if requested by the holder of an AB Subordinate Companion Loan) obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC Investor Reporting Package®” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (M) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners that are Privileged Persons, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at ▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMBB 2014-C19” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling ClassRating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) 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 related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.15(f); (xviii) any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 12.10. 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. 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 case event that any information is delivered or posted in error, each of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of Certificate Administrator and the Class T Certificates, 17g-5 Information Provider may remove such entity information 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 agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.obtained act

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any CertificateholderCertificateholder (or with respect to any AB Subordinate Companion Loan, or any Certificate Owner the holder of such AB Subordinate Companion Loan) identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Ownerholder of such AB Subordinate Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Whole Loan, if requested by the holder of an AB Subordinate Companion Loan) obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC E▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC E▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC Investor Reporting Package®” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (M) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 1▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMBB 2014-C18” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling ClassRating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) 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 related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.15(f); (xviii) any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 12.10. 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. 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 case event that any information is delivered or posted in error, each of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of Certificate Administrator and the Class T Certificates, 17g-5 Information Provider may remove such entity information 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 agreed obtained actual knowledge of any information merely by posting such information to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Certificate Administrat

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder or VRR Interest Owner that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate such Certificateholder or VRR Interest Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so within its control which may be required by applicable law law. At the election of the applicable Master Servicer, the applicable Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and such Master Servicer, such Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or and the Serviced NonVRR Interest Owners, as applicable) of a sum sufficient to cover the reasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of a Master Servicer or a Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13, each applicable Master Servicer and each applicable Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the applicable Master Servicer’s or the applicable Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that such Master Servicer or such Special Servicer, as the case may be, designated by it. In connection determines, in its reasonable good faith judgment consistent with providing the applicable Servicing Standard, that such disclosure would violate applicable law or granting any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information or access pursuant with respect to the prior paragraph Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality of the foregoing, a Master Servicer or a Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interest of the Certificateholders and the VRR Interest Owners with respect to a Certificateholderworkout or exercise of remedies as to any particular Mortgage Loan. Notwithstanding the limitation set forth in the next succeeding paragraph, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access but subject to the information described in last sentence of the immediately preceding paragraph, upon the Master Servicer and reasonable request of any Certificateholder or VRR Interest Owner (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the Special Servicer shall require (prior to affording holder of such accessAB Subordinate Companion Loan) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable that has delivered an Investor Certification to the applicable Master Servicer or the applicable Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the applicable Master Servicer (with respect to Non-Specially Serviced Loans) or the Master Servicer's reasonable satisfactionapplicable Special Servicer (with respect to Specially Serviced Loans), the Master Servicer as applicable, may provide (or forward make available electronically) (or make available at the expense of such Certificateholder Certificateholder, VRR Interest Owner or Certificate Owner) holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the applicable Master Servicer or the applicable Special Servicer, as the case may be; provided that, in connection therewithwith such request, the such Master Servicer shall or such Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the such Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b))applicable, generally to the effect that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any information received continuing rights the Certificateholder, VRR Interest Owner or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement. Notwithstanding anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or VRR Interest Owner or as specifically provided for herein with respect to the Directing Certificateholder), unless required by it from time applicable law or court order, no Certificateholder or VRR Interest Owner (except, with respect to time a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the related Mortgage Loan Purchase Agreement, and except for each applicable Master Servicer and the Certificate Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files. (b) The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus and any other disclosure document relating to the Registered 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 and any amendments and exhibits hereto; (C) any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date; (D) the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and (E) the CREFC® Loan Setup File provided by the applicable Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a tab or heading designated “periodic reports”: (A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; and (B) the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the applicable Master Servicer pursuant to this Agreement confidential from time to time; (other than iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, if an AB Control Appraisal Period is not in effect, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d); (B) all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a); (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; (D) CREFC® Appraisal Reduction Template; (E) all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator; and (F) any notice or documents provided to the Certificate Administrator by the Depositor, the applicable Master Servicer or the applicable Special Servicer directing the Certificate Administrator to post to the “additional documents” tab; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to communications with the Controlling Classa release pursuant to Section 3.09(d). In the case ; (B) any notice regarding a waiver, modification or amendment of the initial Controlling Class Representative, upon its terms of any Mortgage Loan pursuant to Section 3.18(g); (C) any notice of final payment on the Certificates or an Affiliate's acquisition the VRR Interest delivered to the Certificate Administrator pursuant to Section 4.01(l); (D) any notice of the Class T Certificates, such entity shall occurrence of any Servicer Termination Event or termination of a Master Servicer or a Special Servicer delivered pursuant to Section 7.01; (E) any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required to be deemed delivered to have agreed the Certificateholders or the VRR Interest Owners pursuant to keep all non-public information Section 12.01; (F) any Asset Review Report Summary received by it in such capacity from time to time the Certificate Administrator; (G) any notice of the termination of the Sub-Servicer delivered pursuant to this Agreement confidential, subject to applicable lawSection 3.20(g); (H) any notice of resignation of the Trustee or the Certificate Administrator, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery any notice of the Controlling Class Representative Confirmation.acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (I) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (J) any notice of resignation or termination of a Master Servicer or a Special Servicer pursuant to Section 7.03; (K) any notice of termination pursuant to Section 9.01; (L) any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26 or Section 12.03, respectively; (M) any notice of any request by requisite percentage of Certificateholders for a vote to terminate a Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b); (N) any notice of recommendation of termination of a Special Servicer by the Operating Advisor and the related report prepared by the Operating Advisor in connection with such recommendation; (O) any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated; (P) any notice that an Operating Advisor Consultation Event has occurred or is terminated; (Q) any notice of the occurrence of an Operating Advisor Termination Event; (R) any notice of the occurrence of an Asset Representations Reviewer Termination Event; (S) any assessments of compliance delivered to the Certificate Administrator; (T) any attestation reports delivered to the Certificate Administrator; (U) any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s Website pursuant to Section 5.06;

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (Bank5 2025-5yr17), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c6), Pooling and Servicing Agreement (Bank5 2025-5yr16)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to any Certificateholder or Certificate Owner that is, or is affiliated with, a federally insured financial institution, the Trustee, the Underwriters, the Rating AgenciesPaying Agent, the Depositor, any Certificateholder, any Serviced Non-Trust each Mortgage Loan Noteholder and any Certificate Owner (identified as such Seller, each Rating Agency, to the reasonable satisfaction of the Master Servicer Servicer, or to the Special Servicer, as the case may be)applicable, and to the OTS, the FDIC FDIC, the Federal Reserve Board and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner and to each Holder of a Class F, Class H, Class J, Class K, Class L, Class M, Class N, Class P or Class NR Certificate, and to each Companion Holder (identified as such solely with respect to the reasonable satisfaction related AB Mortgage Loan or the One Post Office Square Whole Loan, as applicable) access to any documentation or information regarding the Mortgage Loans and the Trust Fund within its control which may be required by this Agreement or by applicable law, and the Special Servicer shall provide such access and information to the Trustee, the Servicer and the Directing Certificateholder (and with respect to the One Post Office Square Whole Loan, to the One Post Office Square Representative). At the election of the Master Servicer or the Special Servicer, such access may be afforded to such Person identified above by the delivery of copies of information as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans requested by such Person and the servicing thereof within its control (which access Servicer or the Special Servicer shall be limited, in permitted to require payment (other than the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect Directing Certificateholder) of a Serviced Nonsum sufficient to cover the reasonable out-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Nonof-Trust Mortgage Loan), except to the extent pocket costs incurred by it is prohibited from doing so by applicable law or contract or to the extent in making such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholderscopies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs and execute a reasonable and customary confidentiality agreement with respect to such information. The failure of the Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or any intellectual property which the Servicer or the Special Servicer is restricted by license or contract from disclosing. In connection with providing or granting any access to information or access pursuant to this Section 3.15 to parties other than the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder Trustee or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderthe Paying Agent, the Master Servicer and the Special Servicer may each may require payment from (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such Certificateholder, information and/or condition access to information on the execution of a Certificate Owner reasonable confidentiality agreement; (iii) withhold access to confidential information or a Serviced Non-Trust any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan Noteholder if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan Documents or would constitute a sum sufficient waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to cover the reasonable costs and expenses contrary, the failure of providing such the Servicer or the Special Servicer to disclose any information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in extent that the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to determines, in its reasonable good faith judgment consistent with the effect Servicing Standards, that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, disclosure would violate applicable law or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence provision of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing Mortgage Loan Document prohibiting disclosure of information with respect to the Mortgage Loans and/or or the REO Mortgaged Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) constitute a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case waiver of the initial Controlling Class Representative, upon its or an Affiliate's acquisition attorney-client privilege on behalf of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of Trust or the Controlling Class Representative ConfirmationTrust Fund or otherwise materially harm the Trust or the Trust Fund.

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) Each of the The Master Servicer and the Special Servicer shall afford provide or cause to be provided to any Certificateholder or Certificate Owner that is, or is affiliated with, a federally insured financial institution, the Trustee, the UnderwritersDepositor, each Mortgage Loan Seller, each Rating Agency, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such Directing Certificateholder to the reasonable satisfaction of the Master Servicer Servicer, or to the Special Servicer, as the case may be)applicable, and to the OTS, the FDIC FDIC, the Federal Reserve Board and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner and to each Holder of a Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class T or Class NR Certificate, and to each Companion Holder (identified as such solely with respect to the reasonable satisfaction related Serviced Whole Loan) access to any documentation or information regarding the Mortgage Loans and related Companion Loans and the Trust Fund within its control which may be required by this Agreement or by applicable law. At the election of the Master Servicer or the Special Servicer, such access may be afforded to such Person identified above by the delivery of copies of information as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans requested by such Person and the servicing thereof within its control (which access Master Servicer or the Special Servicer shall be limitedpermitted to require payment (other than from the Directing Certificateholder, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Nonsum sufficient to cover the reasonable out-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Nonof-Trust Mortgage Loan), except to the extent pocket costs incurred by it is prohibited from doing so by applicable law or contract or to the extent in making such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholderscopies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, Certificateholders and Certificate Owners shall be required to pay their own photocopying costs and execute a reasonable and customary confidentiality agreement with respect to such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15; provided that nothing in this paragraph shall provide a basis for not providing to the Directing Certificateholder any information specifically required to be delivered to it under the terms of this Agreement. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or any intellectual property which the Master Servicer or the Special Servicer is restricted by license or contract from disclosing. In connection with providing or granting any access to information or access pursuant to this Section 3.15 to parties other than the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan NoteholderTrustee, the Master Servicer and the Special Servicer may each may require payment from (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such Certificateholder, information and/or condition access to information on the execution of a Certificate Owner reasonable confidentiality agreement; (iii) withhold access to confidential information or a Serviced Non-Trust any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan Noteholder if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a sum sufficient waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to cover the reasonable costs and expenses contrary, the failure of providing such the Master Servicer or the Special Servicer to disclose any information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally to determines, in its reasonable good faith judgment consistent with the effect applicable Servicing Standards, that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, disclosure would violate applicable law or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence provision of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing Mortgage Loan document or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans and/or or Companion Loans or the REO Mortgaged Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) constitute a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case waiver of the initial Controlling Class Representative, upon its or an Affiliate's acquisition attorney-client privilege on behalf of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of Trust or the Controlling Class Representative ConfirmationTrust Fund or otherwise materially harm the Trust or the Trust Fund.

Appears in 2 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-Ldp11)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to any Certificateholder or Certificate Owner that is, or is affiliated with, a federally insured financial institution, the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust each Mortgage Loan Noteholder and any Certificate Owner (identified as such Seller, each Rating Agency, to the reasonable satisfaction of the Master Servicer Servicer, or to the Special Servicer, as the case may be)applicable, and to the OTS, the FDIC FDIC, the Federal Reserve Board and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner and to each Holder of a Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P or Class NR Certificate, and to each Companion Holder (identified as such solely with respect to the reasonable satisfaction related AB Mortgage Loan or the Grace Building Whole Loan, as applicable) access to any documentation or information regarding the Mortgage Loans and related Companion Loans and the Trust Fund within its control which may be required by this Agreement or by applicable law, and the Special Servicer shall provide such access and information to the Trustee, the Servicer and the Directing Certificateholder (and with respect to the Grace Building Whole Loan, to the Grace Building Companion Noteholders). At the election of the Master Servicer or the Special Servicer, such access may be afforded to such Person identified above by the delivery of copies of information as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans requested by such Person and the servicing thereof within its control (which access Servicer or the Special Servicer shall be limited, in permitted to require payment (other than from the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect Directing Certificateholder and the Trustee) of a Serviced Nonsum sufficient to cover the reasonable out-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Nonof-Trust Mortgage Loan), except to the extent pocket costs incurred by it is prohibited from doing so by applicable law or contract or to the extent in making such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholderscopies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs and execute a reasonable and customary confidentiality agreement with respect to such information. The failure of the Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15; provided that nothing in this paragraph shall provide a basis for not providing to the Directing Certificateholder any information specifically required to be delivered to it under the terms of this Agreement. The Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or any intellectual property which the Servicer or the Special Servicer is restricted by license or contract from disclosing. In connection with providing or granting any access to information or access pursuant to this Section 3.15 to parties other than the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan NoteholderTrustee, the Master Servicer and the Special Servicer may each may require payment from (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such Certificateholder, information and/or condition access to information on the execution of a Certificate Owner reasonable confidentiality agreement; (iii) withhold access to confidential information or a Serviced Non-Trust any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan Noteholder if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a sum sufficient waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to cover the reasonable costs and expenses contrary, the failure of providing such the Servicer or the Special Servicer to disclose any information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in extent that the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to determines, in its reasonable good faith judgment consistent with the effect Servicing Standards, that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, disclosure would violate applicable law or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence provision of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing Mortgage Loan document or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans and/or or Companion Loans or the REO Mortgaged Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) constitute a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case waiver of the initial Controlling Class Representative, upon its or an Affiliate's acquisition attorney-client privilege on behalf of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of Trust or the Controlling Class Representative ConfirmationTrust Fund or otherwise materially harm the Trust or the Trust Fund.

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) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to any Certificateholder or Certificate Owner that is, or is affiliated with, a federally insured financial institution, the Trustee, the Underwriters, the Rating AgenciesPaying Agent, the Depositor, any each Mortgage Loan Seller, each Rating Agency, the Directing Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of Companion Holder, the Master Servicer Servicer, or to the Special Servicer, as the case may be)applicable, and to the OTS, the FDIC FDIC, the Federal Reserve Board and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner and to each Holder of a Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O or Class NR Certificate, and to each Companion Holder (identified as such solely with respect to the reasonable satisfaction related AB Mortgage Loan) access to any documentation or information regarding the Mortgage Loans and related Companion Loans and the Trust Fund within its control which may be required by this Agreement or by applicable law. At the election of the Master Servicer or the Special Servicer, such access may be afforded to such Person identified above by the delivery of copies of information as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans requested by such Person and the servicing thereof within its control (which access Master Servicer or the Special Servicer shall be limited, in permitted to require payment (other than from the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect Directing Certificateholder and the Trustee) of a Serviced Nonsum sufficient to cover the reasonable out-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Nonof-Trust Mortgage Loan), except to the extent pocket costs incurred by it is prohibited from doing so by applicable law or contract or to the extent in making such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholderscopies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs and execute a reasonable and customary confidentiality agreement with respect to such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15; provided, that nothing in this paragraph shall provide a basis for not providing to the Directing Certificateholder any information specifically required to be delivered to it under the terms of this Agreement. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or any intellectual property which the Master Servicer or the Special Servicer is restricted by license or contract from disclosing. In connection with providing or granting any access to information or access pursuant to this Section 3.15 to parties other than the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder Trustee or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderthe Paying Agent, the Master Servicer and the Special Servicer may each may require payment from (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such Certificateholder, information and/or condition access to information on the execution of a Certificate Owner reasonable confidentiality agreement; (iii) withhold access to confidential information or a Serviced Non-Trust any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan Noteholder if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a sum sufficient waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to cover the reasonable costs and expenses contrary, the failure of providing such the Master Servicer or the Special Servicer to disclose any information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally to determines, in its reasonable good faith judgment consistent with the effect Servicing Standards, that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, disclosure would violate applicable law or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence provision of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing Mortgage Loan document or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans and/or or Companion Loans or the REO Mortgaged Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) constitute a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case waiver of the initial Controlling Class Representative, upon its or an Affiliate's acquisition attorney-client privilege on behalf of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of Trust or the Controlling Class Representative ConfirmationTrust Fund or otherwise materially harm the Trust or the Trust Fund.

Appears in 2 contracts

Sources: 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) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of any of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

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) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any CertificateholderCertificateholder (or with respect to any AB Subordinate Companion Loan, or any Certificate Owner the holder of such AB Subordinate Companion Loan) identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Ownerholder of such AB Subordinate Companion Loan) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC Investor Reporting Package®” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (M) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at ▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMBB 2013-C17” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling ClassRating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) 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 related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.15(f); (xviii) any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 12.10. 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. 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 case event that any information is delivered or posted in error, each of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of Certificate Administrator and the Class T Certificates, 17g-5 Information Provider may remove such entity information 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 agreed obtained actual knowledge of any information merely by posting such information to keep all non-public the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information received was not produced by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Certificate Administrator or the 17g-5 In

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C17)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the Trustee, and the Underwriters, Trustee shall afford access to any Privileged Person (other than the Rating Agencies, NRSROs and financial market publishers designated as Privileged Persons by the Depositor) that are federally insured financial institutions, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC FDIC, the Board of Governors of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, and to each Holder of a Control Eligible Certificate, access to any Certificate Owner (identified as such to documentation or information regarding the reasonable satisfaction Mortgage Loans and the Trust Fund within its control which may be required by applicable law. At the election of the Master Servicer or the Special Servicer, such access may be afforded to such Person identified above by the delivery of copies of information as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans requested by such Person and the servicing thereof within its control (which access Master Servicer or the Special Servicer shall be limited, in permitted to require payment (other than from the case of any Serviced Non-Trust Mortgage Loan Noteholder Directing Certificateholder and the Trustee and the Paying Agent on its own behalf or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or Certificateholders) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any Certificateholder, or any Certificate Owner Certificateholder identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate OwnerCertificateholder) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under the Trust. (b) No less often than The Trustee shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC E▇▇▇▇ filings referred to below will be available to the general public) via the Trustee’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Trustee in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the Trustee by the Depositor or by any Person designated by the Depositor; and (B) this Agreement and any amendments and exhibits hereto; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC E▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Paying Agent with respect to the Trust through the E▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Paying Agent pursuant to Section 4.02; (B) the CREFC Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC Loan Setup File, the CREFC Bond Level File, the CREFC Collateral Summary File, the CREFC Property File, each of the Master Servicer and “surveillance reports” identified as such in the Special Servicer shalldefinition of “CREFC Investor Reporting Package” (including, without chargelimitation, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC Operating Statement Analysis Report, the CREFC NOI Adjustment Worksheets), the CREFC Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports and related information delivered to the Trustee pursuant to Section 3.21(d); (B) all inspection reports delivered to the Trustee pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Trustee pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Trustee pursuant to Section 4.01(g); (D) any notice of the occurrence of any Event of Default or termination of the Master Servicer or the Special Servicer, as Servicer delivered pursuant to Section 7.01; (E) any notice of the case may be, is responsible termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee and any notice of the acceptance of appointment by the successor Trustee pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of termination pursuant to Section 9.01; (I) any notice of resignation or termination of the case Senior Trust Advisor and any notice of the acceptance of appointment by the successor Senior Trust Advisor pursuant to Section 3.33; (J) any notice of the termination of the Senior Trust Advisor; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any assessments of a Servicing Transfer Eventcompliance delivered to the Trustee; and (M) for any attestation reports delivered to the servicing thereof) from the following parties: Trustee; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners, the performance “Investor Registry” pursuant to Section 4.08(b). The Trustee shall post on the Trustee’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Trustee, and on terms acceptable to the Trustee, the Trustee shall make certain other information and reports related to the Mortgage Loans and/or available through its internet website. The Trustee makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Trustee. In addition, the performance and servicing of each Serviced Loan Combination and/or Trustee may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Trustee’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Trustee may require registration and the acceptance of a disclaimer. The Trustee shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Trustee’s Website can be directed to the Trustee’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 1▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMCC 2011-C5” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee and any notice of the acceptance of appointment by the successor Trustee pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of Event of Default or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Paying Agent or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.33; (xvii) any summary of oral communication with the Controlling ClassRating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, Special Servicer or Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) 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 Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.15(f); and (xviii) any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 12.10. 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. 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 case event that any information is delivered or posted in error, each of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of Trustee and the Class T Certificates, 17g-5 Information Provider may remove such entity information from the 17g-5 Information Provider’s Website. The Trustee and the 17g-5 Information Provider have not obtained and shall not be deemed to have agreed obtained actual knowledge of any information merely by posting such information to keep all nonthe Trustee’s Website or the 17g-5 Information Provider’s Website to the extent such information was not produced by the Trustee or the 17g-5 Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website). Questions regarding delivery of information to the 17g-5 Information Provider may be directed to 866-public 846-4526 or 1▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (specifically referencing “JPMCC 2011-C5” in the subject line). Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information received requested by it the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance with this Section 3.15. In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such capacity from time additional information. The 17g-5 Information Provider shall provide a mechanism to time pursuant notify each Person that has signed-up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement confidential, subject each time an additional document is posted to applicable law, and such initial Controlling Class Representative the 17g-5 Information Provider’s Website. Any information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be deemed delivered to have made such agreement without delivery it via electronic mail at 1▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMCC 2011-C5” and an identification of the Controlling Class Representative Confirmationtype of information being provided in the body of such electronic mail, or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider. (d) Certain information concerning t

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any each Rating Agency and the Directing Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Directing Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder registration (to the extent access is provided via the Master Servicer's internet website) and the acceptance of a sum sufficient reasonable disclaimer and otherwise adopt reasonable rules and procedures, which may include, to cover the reasonable costs extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the execution and expenses delivery of providing an agreement reasonably governing the availability, use and disclosure of such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or access, including copy charges and reasonable fees for employee time and for space; provided any intellectual property that no charge may be made if such information the Master Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in the preceding paragraphTrustee, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related loan documents or would constitute a waiver of the attorney client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall require (prior not constitute a breach of this Agreement to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally to determines, in its reasonable good faith judgment consistent with the effect applicable Servicing Standard, that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, disclosure would violate applicable law or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence provision of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans and/or or the REO Mortgaged Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) constitute a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case waiver of the initial Controlling Class Representative, upon its or an Affiliate's acquisition attorney client privilege on behalf of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of Trust or the Controlling Class Representative ConfirmationTrust Fund or otherwise materially harm the Trust or the Trust Fund.

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) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any CertificateholderCertificateholder (or with respect to any AB Subordinate Companion Loan, or any Certificate Owner the holder of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Ownerholder of such AB Subordinate Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan, if requested by the holder of an AB Subordinate Companion Loan) obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC E▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC E▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any notice that a Control Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated; (M) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (N) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners that are Privileged Persons, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 1▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMBB 2014-C21” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling Class). In Rating Agencies or any written question or request from the case Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the initial Controlling Class Representative, upon its information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) or an Affiliate's acquisition regarding any request for a Rating Agency Confirmation or regarding any of the Class T Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such entity oral communication shall be deemed not identify the Rating Agency with whom the communication was held pursuant to have agreed Section 3.15(f); (xviii) any other information delivered to keep all non-public information received by it in such capacity from time to time the 17g-5 Information Provider pursuant to this Agreement confidentialincluding, subject without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to applicable lawthe Rating Agencies pursuant to this Agreement including, and such initial Controlling Class Representative without limitation, Section 12.10. The foregoing information shall be deemed 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. The 17g-5 Information Provider shall have no obligation or duty to have made such agreement without delivery 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, each of the Controlling Class Representative Confirmation.Certificate Administrator and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s Website

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)

Access to Certain Information. (a) Each of the Master Servicer Servicers and the Special Servicer shall afford provide or cause to be provided to any Certificateholder or Certificate Owner that is, or is affiliated with, a federally insured financial institution, the Trustee, the Underwriters, the Rating AgenciesPaying Agent, the Depositor, any Certificateholder, any Serviced Non-Trust each Mortgage Loan Noteholder and any Certificate Owner (identified as such Seller, each Rating Agency, the Directing Certificateholder to the reasonable satisfaction of the applicable Master Servicer Servicer, or to the Special Servicer, as the case may be)applicable, and to the OTS, the FDIC FDIC, the Federal Reserve Board and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner and to each Holder of a Class E, Class E-S, Class F, Class F-S, Class G, Class G-S, Class H, Class H-S, Class J, Class K, Class L, Class M, Class N, Class P or Class NR Certificate, and to each Companion Holder (identified as such solely with respect to the reasonable satisfaction related Serviced Whole Loan) access to any documentation or information regarding the Mortgage Loans and related Companion Loans and the Trust Fund within its control which may be required by this Agreement or by applicable law. At the election of the each Master Servicer or the Special Servicer, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and such Master Servicer or the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access Special Servicer shall be limitedpermitted to require payment (other than from the Directing Certificateholder, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Nonsum sufficient to cover the reasonable out-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Nonof-Trust Mortgage Loan), except to the extent pocket costs incurred by it is prohibited from doing so by applicable law or contract or to the extent in making such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholderscopies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the each Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs and execute a reasonable and customary confidentiality agreement with respect to such information. The failure of any Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15; provided that nothing in this paragraph shall provide a basis for not providing to the Directing Certificateholder any information specifically required to be delivered to it under the terms of this Agreement. The Master Servicers and the Special Servicer may each deny any of the foregoing persons access to confidential information or any intellectual property which such Master Servicer or the Special Servicer is restricted by license or contract from disclosing. In connection with providing or granting any access to information or access pursuant to this Section 3.15 to parties other than the prior paragraph to a CertificateholderTrustee or the Paying Agent, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the each Master Servicer and the Special Servicer may each may require payment from (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such Certificateholder, information and/or condition access to information on the execution of a Certificate Owner reasonable confidentiality agreement; (iii) withhold access to confidential information or a Serviced Non-Trust any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan Noteholder if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a sum sufficient waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to cover the reasonable costs and expenses contrary, the failure of providing such any Master Servicer or the Special Servicer to disclose any information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording extent that such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to determines, in its reasonable good faith judgment consistent with the effect applicable Servicing Standards, that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, disclosure would violate applicable law or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence provision of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing Mortgage Loan document or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans and/or or Companion Loans or the REO Mortgaged Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) constitute a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case waiver of the initial Controlling Class Representative, upon its or an Affiliate's acquisition attorney-client privilege on behalf of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of Trust or the Controlling Class Representative ConfirmationTrust Fund or otherwise materially harm the Trust or the Trust Fund.

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) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Underwriters, Certificate Administrator shall afford access to any Privileged Person (other than the Rating Agencies, NRSROs and financial market publishers designated as Privileged Persons by the Depositor) that are federally insured financial institutions, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC FDIC, the Board of Governors of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, and to each Holder of a Control Eligible Certificate, access to any Certificate Owner (identified as such to documentation or information regarding the reasonable satisfaction Mortgage Loans and the Trust Fund within its control which may be required by applicable law. At the election of the Master Servicer or the Special Servicer, such access may be afforded to such Person identified above by the delivery of copies of information as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans requested by such Person and the servicing thereof within its control (which access Master Servicer or the Special Servicer shall be limited, in permitted to require payment (other than from the case of any Serviced Non-Trust Mortgage Loan Noteholder Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or Certificateholders) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any Certificateholder, or any Certificate Owner Certificateholder identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate OwnerCertificateholder) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC E▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor; and (B) this Agreement and any amendments and exhibits hereto; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC E▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC Loan Setup File, the CREFC Bond Level File, the CREFC Collateral Summary File, the CREFC Property File, each of the Master Servicer and “surveillance reports” identified as such in the Special Servicer shalldefinition of “CREFC Investor Reporting Package” (including, without chargelimitation, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC Operating Statement Analysis Report, the CREFC NOI Adjustment Worksheets), the CREFC Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(i); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of termination pursuant to Section 9.01; (I) any notice of resignation or termination of the case Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (J) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (K) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (L) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 1▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMCC 2012-C8” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling ClassRating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) 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 Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.15(f); (xviii) any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b), Section 3.12, Section 3.19(b), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 12.10. 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. 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 case event that any information is delivered or posted in error, each of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of Certificate Administrator and the Class T Certificates, 17g-5 Information Provider may remove such entity information 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 agreed obtained actual knowledge of any information merely by posting such information to keep all non-public the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information received was not produced by it the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall the form of Exhibit P-2 hereto (which certification may be deemed to have made such agreement without submitted electronically via the 17g-5 Information Provider’s Website). Questions regarding delivery of information to the Controlling Class Representative Confirmation17g-5 Information Provider may be directed to (▇▇▇) ▇▇▇-▇▇▇▇ or 1▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (specifically referencing “JPMCC 2012-C8” in the subject line). Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information Provider electronically in accordan

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C8), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C8)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any CertificateholderCertificateholder (or with respect to any AB Subordinate Companion Loan, or any Certificate Owner the holder of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Ownerholder of such AB Subordinate Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or Trust Whole Loan, if requested by the holder of an AB Subordinate Companion Loan or a Holder of Loan-Specific Certificates) obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan or a Subordinate Loan-Specific Directing Certificateholder, as applicable, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan or Trust Companion Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor (L) any notice that a Control Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated; (M) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (N) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners that are Privileged Persons, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMBB 2014-C23” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling Class). In Rating Agencies or any written question or request from the case Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the initial Controlling Class Representative, upon its information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) or an Affiliate's acquisition regarding any request for a Rating Agency Confirmation or regarding any of the Class T Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan or Trust Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such entity oral communication shall be deemed not identify the Rating Agency with whom the communication was held pursuant to have agreed Section 3.15(f); (xviii) any other information delivered to keep all non-public information received by it in such capacity from time to time the 17g-5 Information Provider pursuant to this Agreement confidentialincluding, subject without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to applicable lawthe Rating Agencies pursuant to this Agreement including, and such initial Controlling Class Representative without limitation, Section 12.10. The foregoing information shall be deemed 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. The 17g-5 Information Provider shall have no obligation or duty to have made such agreement without delivery of verify, confirm or otherwise determine whether the Controlling Class Representative Confirmation.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 t

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Underwriters, Certificate Administrator shall afford access to any Privileged Person (other than the Rating Agencies, NRSROs and financial market publishers designated as Privileged Persons by the Depositor) that are federally insured financial institutions, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC FDIC, the Board of Governors of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, and to each Holder of a Control Eligible Certificate, access to any Certificate Owner (identified as such to documentation or information regarding the reasonable satisfaction Mortgage Loans and the Trust Fund within its control which may be required by applicable law. At the election of the Master Servicer or the Special Servicer, such access may be afforded to such Person identified above by the delivery of copies of information as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans requested by such Person and the servicing thereof within its control (which access Master Servicer or the Special Servicer shall be limited, in permitted to require payment (other than from the case of any Serviced Non-Trust Mortgage Loan Noteholder Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or Certificateholders) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any Certificateholder, or any Certificate Owner Certificateholder identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate OwnerCertificateholder) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC E▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor; and (B) this Agreement and any amendments and exhibits hereto; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC E▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC Loan Setup File, the CREFC Bond Level File, the CREFC Collateral Summary File, the CREFC Property File, each of the Master Servicer and “surveillance reports” identified as such in the Special Servicer shalldefinition of “CREFC Investor Reporting Package” (including, without chargelimitation, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC Operating Statement Analysis Report, the CREFC NOI Adjustment Worksheets), the CREFC Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(g); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of termination pursuant to Section 9.01; (I) any notice of resignation or termination of the case Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.33; (J) any notice of the termination of the Senior Trust Advisor; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (M) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 1▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMCC 2012-C6” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.33; (xvii) any summary of oral communication with the Controlling ClassRating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) 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 Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.15(f); and (xviii) any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 12.10. 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. 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 case event that any information is delivered or posted in error, each of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of Certificate Administrator and the Class T Certificates, 17g-5 Information Provider may remove such entity information 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 agreed obtained actual knowledge of any information merely by posting such information to keep all non-public the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information received was not produced by it the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall the form of Exhibit P-2 hereto (which certification may be deemed to have made such agreement without submitted electronically via the 17g-5 Information Provider’s Website). Questions regarding delivery of information to the Controlling Class Representative Confirmation17g-5 Information Provider may be directed to 866-846-4526 or 1▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (specifically referencing “JPMCC 2012-C6” in the subject line). Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance with this Section 3.15. In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information. The 17g-5 Information Provider shall provide a mechanism to notify each Pers

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6)

Access to Certain Information. (a) Each of the Master Servicer The Certificate Administrator, Trustee and the Special Servicer Custodian shall each afford to the TrusteeDepositor, the Underwriters, the Rating AgenciesTrust Advisor, the DepositorMaster Servicer, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be)Subordinate Class Representative, the Majority Subordinate Certificateholder, the Loan-Specific Majority Subordinate Certificateholder (prior to the occurrence and continuance of a Class SJ Control Appraisal Period in respect of the senior-most Class of Control-Eligible Loan-Specific Certificates) and to each Serviced Pari Passu Companion Loan Holder or the Loan-Specific Majority Subordinate Certificateholder (prior to the occurrence and continuance of a Class SJ Control Appraisal Period in respect of the senior-most Class of Control-Eligible Loan-Specific Certificates) that is a Privileged Person, and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records documentation regarding the Serviced Mortgage Loans and or the servicing thereof within its control other assets of the Trust Fund (which access shall be limitedor, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Pari Passu Companion Loan NoteholderHolder that is a Privileged Person, to records relating to any documentation regarding the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law Loan Combination or contract any related REO Property) that are in its possession or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholderswithin 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 Master Servicer Trustee or the Special ServicerCustodian, as the case may be, designated by it. In connection with providing or granting . (b) The Certificate Administrator shall make available to any information or access pursuant Privileged Person (except as described in item (vi) below) the following items via the Certificate Administrator’s Website, in each case to the prior paragraph extent such items are prepared by the Certificate Administrator or are delivered to the Certificate Administrator in electronic format via electronic mail in accordance with Section 12.06: (i) the following documents, which shall be made available under a Certificateholdertab or heading designated “deal documents”: (A) the Prospectus, a the Private Placement Memorandum, the Loan-Specific Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate OwnerAdministrator by the Depositor or by any Person designated by the Depositor; (B) this Agreement, a Serviced Non-Trust each Mortgage Loan Noteholder or Purchase Agreement and any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage amendments and exhibits hereto; (C) the CREFC® Loan Noteholder, 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 heading 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) the 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); (B) the CREFC® 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) the following documents, which shall be made available under a tab or heading designated “additional documents”: (A) summaries of 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 each 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 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 pursuant to Section 11.13; (H) any attestation reports delivered to the Certificate Administrator pursuant to Section 11.13; (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 Investor Q&A Forum, which shall be made available under a tab or 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 tabs or headings otherwise described above, the Certificate Administrator shall be authorized to use such other headings and labels as it may require payment reasonably determine from time to time. The Certificate Administrator shall make available at its offices, during normal business hours, for review by any Privileged Person who certifies to the Certificate Administrator substantially in the form of Exhibit K-1 hereto (other than a Rating Agency or NRSRO), originals or copies of, among other things, the following items (to the extent such Certificateholder, a Certificate Owner items are in its possession) (except to the extent not permitted by applicable law or a Serviced Non-Trust under any of the related Mortgage Loan Noteholder Documents): (A) any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing revealed environmental issues; (B) the most recent annual (or more frequent, if available) 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 with respect to each Mortgaged Property; (C) the Mortgage Files, including any and all modifications, waivers and amendments of the terms of a sum sufficient Mortgage Loan or Serviced Loan Combination entered into or consented by the Master Servicer and/or the Special Servicer and delivered to cover the reasonable costs Certificate Administrator; (D) any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 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 expenses 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 providing such information Exhibit Q to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or access, including copy charges and reasonable fees for employee time and for spacemade available pursuant to this Section 8.12(b) to Privileged Persons; provided that no charge 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 made if necessary or beneficial, in each case as designated in writing to the Master Servicer, Special Servicer, Certificate Administrator and Trustee) with “WFRBS 2014-C24” 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 access was required Section 3.19; (D) any assessments of compliance pursuant to be given 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 made 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, 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 under applicable law. In connection with providing to Privileged Persons by means of the Certificate Administrator’s Website, where Certificateholders and Certificate Owners access may submit inquiries to the information described in Certificate Administrator relating to the preceding paragraphDistribution Date Statement, or to the Master Servicer and or the Special Servicer shall require (prior relating to affording 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 access) a written confirmation executed by inquiries to the requesting Person substantially in such form as may be reasonably acceptable to 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 case may beinquiry would not be in the best interests of the Trust and/or the Certificateholders, generally to (ii) answering the effect that such Person is a Holder inquiry would be in violation of Certificates applicable law or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any CertificateholderMortgage Loan Documents, (iii) answering the inquiry would materially increase the duties of, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfactionresult in significant additional cost or expense to, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statementsAdministrator, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as applicable, or (iv) answering the case may be, inquiry is responsible (orotherwise not advisable to answer, in which case the case Certificate Administrator shall not post such inquiry on the Investor Q&A Forum. The Certificate Administrator shall post 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 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 answers from any other person, including the Depositor and the Underwriters. None of the Special ServicerUnderwriters, would be responsible upon Depositor, any of their respective Affiliates or any other Person will certify as to the occurrence accuracy of a Servicing Transfer Event) any of the information posted in the Investor Q&A Forum, and no Person other than the respondent will have any responsibility or liability for the servicing thereofcontent of any such information. (e) from The Certificate Administrator shall make the following parties: (i) “Investor Registry” available to any Certificateholder and beneficial owner via the Controlling Class Representative regarding Certificate Administrator’s Website. Certificateholders and Certificate Owners may register on a voluntary basis for the performance Investor Registry and servicing of obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as requirements provided for in the following sentence, in 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 Controlling Class Representative with the information described in the preceding sentenceCertificate Administrator’s Website, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Certificate

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C25), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Underwriters, Certificate Administrator shall afford access to any Privileged Person (other than the Rating Agencies, NRSROs and financial market publishers designated as Privileged Persons by the Depositor) that are federally insured financial institutions, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC FDIC, the Board of Governors of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, and to each Holder of a Control Eligible Certificate, access to any Certificate Owner (identified as such to documentation or information regarding the reasonable satisfaction Mortgage Loans and, in the case of Mortgage Loans that are portions of AB Whole Loans, the Subordinate Companion Loans, and the Trust Fund within its control which may be required by applicable law. At the election of the Master Servicer or the Special Servicer, such access may be afforded to such Person identified above by the delivery of copies of information as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans requested by such Person and the servicing thereof within its control (which access Master Servicer or the Special Servicer shall be limited, in permitted to require payment (other than from the case of any Serviced Non-Trust Mortgage Loan Noteholder Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or Certificateholders) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Subordinate Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any CertificateholderCertificateholder (or, or with respect to any Certificate Owner Subordinate Companion Loan, any Subordinate Companion Loan Holder) identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate OwnerSubordinate Companion Loan Holder, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or Subordinate Companion Loan Holder may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC E▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor; and (B) this Agreement and any amendments and exhibits hereto; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC E▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC Loan Setup File, the CREFC Bond Level File, the CREFC Collateral Summary File, the CREFC Property File, each of the Master Servicer and “surveillance reports” identified as such in the Special Servicer shalldefinition of “CREFC Investor Reporting Package” (including, without chargelimitation, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC Operating Statement Analysis Report, the CREFC NOI Adjustment Worksheets), the CREFC Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holders of the related Subordinate Companion Loans and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(i); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of termination pursuant to Section 9.01; (I) any notice of resignation or termination of the case Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.33; (J) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (K) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (L) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 1▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMCC 2012-CIBX” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.33; (xvii) any summary of oral communication with the Controlling ClassRating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) 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, Subordinate Companion Loans, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.15(f); (xviii) copies of any modifications of or amendments to the Palazzo Westwood Village Intercreditor Agreement or the 100 West P▇▇▇▇▇ Intercreditor Agreement; and (xix) any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 12.10. 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. 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 case event that any information is delivered or posted in error, each of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of Certificate Administrator and the Class T Certificates, 17g-5 Information Provider may remove such entity information 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 agreed obtained actual knowledge of any information merely by posting such information to keep all non-public the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information received was not produced by it the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall the form of Exhibit P-2 hereto (which certification may be deemed to have made such agreement without submitted electronically via the 17g-5 Information Provider’s Website). Questions regarding delivery of information to the Controlling Class Representative Confirmation17g-5 Information Provider may be directed to (▇▇▇) ▇▇▇-▇▇▇▇ or 1▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (specifically referencing “JPMCC 2012-CIBX” in the subject line)

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer The Certificate Administrator shall afford to any Privileged Person (which for this purpose excludes a Privileged Person who provides the Trustee, Certificate Administrator with an Investor Certification substantially in the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction form of the Master Servicer Exhibit J-1C or the Special Servicer, as the case may be), Exhibit J-1D hereto) and to the OTSOffice 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 Certificate Owner documentation regarding the Mortgage Loan or the other assets of the Trust Fund that are in its possession or within its control including, without limitation: (identified as such i) the Mortgage Loan files, including any and all modifications, waivers and amendments to the reasonable satisfaction terms of the Master Mortgage Loan entered into or consented to by the Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans Servicer and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating delivered to the related Serviced Non-Trust Mortgage Loan)Certificate Administrator; (ii) the annual, except to the extent it is prohibited from doing so quarterly and monthly operating statements, if any, collected by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders Servicer or Special Servicer, as applicable, and delivered to the Serviced Non-Trust Mortgage Loan NoteholdersCertificate 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 Master 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 (other than a Certificateholder or Beneficial Owner that is a Privileged Person who provides the Certificate Administrator with an Investor Certification in the form of Exhibit J-1C or Exhibit J-1D 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 shall make available to Privileged Persons (which for this purpose excludes a Privileged Person who provided the Certificate Administrator with an Investor Certification in the form of Exhibit J-1C or Exhibit J-1D hereto), via the Certificate Administrator’s Website, the following items (to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format to ▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇): (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(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) The following “additional documents”: (A) summaries of Asset Status Reports and Final 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); 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 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 its or the Special Servicer’s, as the case may be, designated by it. In connection with providing or granting determination that any information or access Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or Section 3.23(f); (E) any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access Notice delivered to the information described in 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 preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer delivered to the Trustee pursuant to Section 7.1(c); (I) any request by the Certificateholders representing at least 25% of the Voting Rights to terminate the Special Servicer pursuant to Section 7.1(e); (J) 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; and (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 Related Party. (v) 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 the foregoing, all Excluded Information shall be made available under a separate tab indicating that the information is excluded or otherwise restricted (and not under any of the tabs or headings described in items (i) through (vi) above) and made available to Privileged Persons other than Excluded Controlling Class Holders. Any Person that is a Borrower Related Party shall only be entitled to access (a) the Distribution Date Statements, and the following items to the extent that they are made available to the general public: this Agreement, the Loan Purchase Agreement and any SEC filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Holder or a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Servicer, as the Special Servicer, the Certificate Administrator and the Trustee in physical form of an investor certification substantially in the forms of Exhibit J-1D and Exhibit J-1E and upon delivery to the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit J-1F, which shall include each of the User ID’s for the Certificate Administrator’s Website associated with such Excluded Controlling Class Holder, all information (other than Excluded Information) available on the Certificate Administrator’s Website. In the case of the Directing Holder or a Controlling Class Certificateholder that is not a Borrower Related Party, upon delivery of an investor certification substantially in the form of Exhibit J-1B hereto, such Directing Holder or Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Servicer, the Special Servicer, the Certificate Administrator and the Trustee may be, generally each rely on (i) an investor certification in the form of Exhibit J-1B hereto from the Directing Holder or a Controlling Class Certificateholder to the effect that such Person is a not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Certificates Exhibit J-1D hereto from the Directing Holder or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Controlling Class Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a an Excluded Controlling Class Holder. In the event the Directing Holder of Certificates or a beneficial holder Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of Book-Entry Certificates the Servicer, the Special Servicer, the Certificate Administrator and will keep the Trustee in writing substantially in the form of Exhibit J-1E that such information confidential. (b) No less often than party is an Excluded Controlling Class Holder and thereafter shall not be entitled to any Excluded Information made available on a monthly basis, upon reasonable prior notice and during normal business hoursthe Certificate Administrator’s Website. With respect to any Excluded Information, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (▇▇▇▇ or label such information as “Excluded Information” prior to providing delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such information for Excluded Information. Notwithstanding anything herein to the first time contrary, each of the Servicer, the Special Servicer and the Certificate Administrator shall be entitled to such conclusively assume that the Directing Holder and all beneficial owners of the Certificates of the Controlling Class Representative) are not Excluded Controlling Class Holders except to the extent that the Servicer, the Special Servicer or the Certificate Administrator, as applicable, has received such notice from the Directing Holder or a Controlling Class Representative Confirmation (as defined in Section 6.09(b))Certificateholder that it has become an Excluded Controlling Class Holder. None of the Servicer, generally the Special Servicer or the Certificate Administrator shall be liable for any communication to the effect Directing Holder or Controlling Class Certificateholder or disclosure of Excluded 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 is an Excluded Controlling Class Holder. Each of the Servicer, the Special Servicer and the Certificate Administrator shall be entitled to conclusively rely on (i) any written notice from the Directing Holder or a Controlling Class Certificateholder that it is not or is no longer an Excluded Controlling Class Holder and (ii) any certification delivered by the Directing Holder or a Controlling Class Certificateholder, as applicable, substantially in the form of Exhibit J-1B that such Person will keep any information received by it from time to time is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Holder or a Controlling Class Certificateholder receives access pursuant to this Agreement confidential (other than with respect to communications with any Excluded Information on the Controlling Class). In the case of the initial Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Holder or Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any information to keep all the Borrower or to any Excluded Controlling Class Holder or (A) any employees or personnel of such Directing Holder or Controlling Class Certificateholder or any Affiliate involved in the management of any investment in the Borrower or the Property or (B) to its actual knowledge, any non-public Affiliate that holds a direct or indirect ownership interest in the 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 foregoing information received shall be made available by the Certificate Administrator on the Certificate Administrator’s Website promptly following receipt. The Certificate Administrator 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 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 deemed to have obtained actual knowledge of any information posted to the Certificate Administrator’s Website to the extent such capacity 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 the acceptance of a disclaimer. The Certificate Administrator shall not be liable for 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. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not be liable for any Excluded Information to the extent such information was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified as Excluded 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. The Certificate Administrator shall have no any liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s Website of any information with respect to which such Excluded Controlling Class Holder is prohibited from time to time accessing pursuant to this Agreement confidential, subject to applicable law, and if such initial Excluded Controlling Class Representative Holder provided an Investor Certification but did not indicate it was a Borrower Related Party. The provisions of this Section 8.14(b) shall not limit the Servicer’s ability to make accessible certain information regarding the Trust Loan at a website maintained by the Servicer. In providing access to any information, the Servicer shall be deemed entitled to have made rely on the certifications delivered to it pursuant to and in accordance with the terms of this Agreement. The Servicer shall not be liable for the dissemination of information in accordance with this Agreement. The Certificate Administrator and the 17g-5 Information Provider shall make available solely to NRSROs (including the Rating Agencies) the following items to the extent such agreement without delivery items are delivered to it via email at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ (or such other address as the 17g-5 Information Provider shall specify by written notice to the other parties hereto), specifically with a subject reference of “BBSG 2016-MRP” and an identification of the Controlling Class Representative Confirmationtype 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) notices delivered to the Certificate Administrator pursuant to Section 3.24(h); and (vi) any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19; (vii) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.20; (viii) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.

Appears in 2 contracts

Sources: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-C35), Trust and Servicing Agreement (SG Commercial Mortgage Securities Trust 2016-C5)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any CertificateholderCertificateholder (or with respect to any AB Subordinate Companion Loan, or any Certificate Owner the holder of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Ownerholder of such AB Subordinate Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan, if requested by the holder of an AB Subordinate Companion Loan) obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC E▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC E▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan or the Trust Companion Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor (L) any notice that a Control Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated; (M) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (N) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners that are Privileged Persons, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 1▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMBB 2014-C22” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling Class). In Rating Agencies or any written question or request from the case Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the initial Controlling Class Representative, upon its information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) or an Affiliate's acquisition regarding any request for a Rating Agency Confirmation or regarding any of the Class T Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such entity oral communication shall be deemed not identify the Rating Agency with whom the communication was held pursuant to have agreed Section 3.15(f); (xviii) any other information delivered to keep all non-public information received by it in such capacity from time to time the 17g-5 Information Provider pursuant to this Agreement confidentialincluding, subject without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to applicable lawthe Rating Agencies pursuant to this Agreement including, and such initial Controlling Class Representative without limitation, Section 12.10. The foregoing information shall be deemed 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. The 17g-5 Information Provider shall have no obligation or duty to have made such agreement without delivery 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, each of the Controlling Class Representative Confirmation.Certificate Administrator and the 17g-5 Information Provider may remove such information

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any Certificateholder, or any Certificate Owner Certificateholder identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate OwnerCertificateholder) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC E▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC E▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC Investor Reporting Package®” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (M) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 1▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMBB 2013-C14” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling ClassRating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) 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 related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.15(f); (xviii) any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 12.10. 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. 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 case event that any information is delivered or posted in error, each of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of Certificate Administrator and the Class T Certificates, 17g-5 Information Provider may remove such entity information 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 agreed obtained actual knowledge of any information merely by posting such information to keep all non-public the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information received was not produced by it the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall the form of Exhibit P-2 hereto (which certification may be deemed to have made such agreement without delivery of submitted electronically via the Controlling Class Representative Confirmation.17g-5

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or the Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection determines, in its reasonable good faith judgment consistent with providing the applicable Servicing Standard, that such disclosure would violate applicable law or granting any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information or access pursuant with respect to the prior paragraph to Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a Certificateholder, a Certificate Owner, a Serviced Nonwaiver of the attorney-client privilege on behalf of the Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderotherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interests of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan. Notwithstanding the limitation set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph, upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the holder of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer’s reasonable satisfaction, the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall provide (or make available electronically) (at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan, if requested by the holder of the an AB Subordinate Companion Loan) obtained by the Master Servicer or the Special Servicer, as the case may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for spacebe; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In that, in connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraphtherewith, the Master Servicer and or the Special Servicer shall Servicer, as applicable, may require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may beapplicable, generally to the effect that such Person is a Holder of Certificates or Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified Privileged Person (other than the NRSROs) to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) receive copies of any annual operating statements, budgets and rent rolls and financial statements obtained either collected by the Master Servicer or the Special Servicer; provided that, Servicer or caused to be prepared by the Special Servicer in connection therewithrespect of each REO Property, the Master Servicer shall require deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports available to any Certificateholders on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to the Certificate Administrator. Notwithstanding anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder (except, with respect to a written confirmation executed by Mortgage Loan Seller, to the requesting Person substantially extent necessary for such party to comply with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such form as may capacities) or beneficial owner shall be reasonably acceptable to given access to, or be provided copies of, the Master Servicer, generally to the effect that such Person is a Holder of Certificates Mortgage Files or a beneficial holder of Book-Entry Certificates and will keep such information confidentialDiligence Files. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; (C) each Sub-Servicing Agreement delivered to the Certificate Administrator on and after the Closing Date; (D) the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and (E) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a monthly basistab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, upon reasonable prior notice 10-K, 8-K and during normal business hoursABS-EE that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a tab or heading designated “periodic reports”: (A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) any Operating Advisor Annual Reports provided by the Operating Advisor; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d); (B) all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a); (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; (D) the CREFC® Appraisal Reduction Template or a detailed worksheet showing the calculation of each Appraisal Reduction Amount, Collateral Deficiency Amount, and Cumulative Appraisal Reduction Amount on a current and cumulative basis; and (E) any notice or documents provided to the Certificate Administrator by the Depositor, Master Servicer or Special Servicer directing the Certificate Administrator to post to the “additional documents” tab; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(e); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(g); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required to be delivered to the Certificateholders pursuant to Section 12.01; (F) any Asset Review Report Summary received by the Certificate Administrator; (G) [Reserved]; (H) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (I) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (J) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (K) any notice of termination pursuant to Section 9.01; (L) any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26 or Section 12.03, respectively; (M) any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b); (N) any notice of recommendation of termination of the Special ServicerServicer by the Operating Advisor and the related report prepared by the Operating Advisor in connection with such recommendation; (O) any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated (provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of an Excluded Loan with respect to the Directing Certificateholder, would the Certificate Administrator will only be responsible upon required to make available such notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent the Certificate Administrator has been notified of such Excluded Loan); (P) any notice that an Operating Advisor Consultation Event has occurred or is terminated; (Q) any notice of the occurrence of a Servicing Transfer an Operating Advisor Termination Event; (R) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing any notice of the Mortgage Loans and/or the REO Properties; and occurrence of an Asset Representations Reviewer Termination Event; (iiS) the related Serviced Loan Combination Controlling Party regarding the performance and servicing any Proposed Course of each Serviced Loan Combination and/or Action Notice; (T) any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally assessments of compliance delivered to the effect that such Person will keep Certificate Administrator; (U) any information received by it from time attestation reports delivered to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Certificate Administrator;

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Benchmark 2025-V16 Mortgage Trust), Pooling and Servicing Agreement (BBCMS Mortgage Trust 2025-5c34)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agenciesany Fiscal Agent, the Depositor, any Certificateholdereach Rating Agency, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), Directing Certificateholder and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the Mortgage Loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Directing Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access registration (to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person extent access is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to provided via the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronicallyInternet Website) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shallacceptance of a reasonable disclaimer and otherwise adopt reasonable rules and procedures, without chargewhich may include, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the case may beexecution and delivery of an agreement reasonably governing the availability, is responsible (or, in the case use and disclosure of such information. The failure of the Master Servicer or the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except Servicer to provide access as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or any intellectual property which the Master Servicer or the Special Servicer is restricted by license or contract from disclosing. Neither the Master Servicer nor the Special Servicer shall require (prior to be liable for providing such or disseminating information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications accordance with the Controlling Class). In the case terms of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative ConfirmationAgreement.

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) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the UnderwritersDepositor, each Rating Agency, the Rating Agencies, Directing Certificateholder and the Depositor, related Companion Loan Holder or any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special ServicerControlling Holder, as the case may beapplicable (if a Whole Loan is involved), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Directing Certificateholder and any related Companion Loan Noteholder Holder or any regulatory authority that may exercise authority over Controlling Holder, as applicable (if a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Whole Loan Noteholderis involved), the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder registration (to the extent access is provided via the Master Servicer's internet website) and the acceptance of a sum sufficient reasonable disclaimer and otherwise adopt reasonable rules and procedures, which may include, to cover the reasonable costs extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the execution and expenses delivery of providing an agreement reasonably governing the availability, use and disclosure of such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or access, including copy charges and reasonable fees for employee time and for space; provided any intellectual property that no charge may be made if such information the Master Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in the preceding paragraphTrustee, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related loan documents or would constitute a waiver of the attorney client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall require (prior not constitute a breach of this Agreement to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a loan document or, in the case of a Whole Loan, any document relating to the effect that such Person is related Companion Loan prohibiting disclosure of information with respect to the Mortgage Loans, the Companion Loan related to a Holder Whole Loan or the Mortgaged Properties, constitute a waiver of Certificates the attorney client privilege on behalf of the Trust or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthe Trust Fund or otherwise materially harm the Trust or the Trust Fund. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to Neither the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or nor the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by be liable for providing or disseminating information in accordance with the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder terms of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthis Agreement. (b) No less often than on Once a monthly basis, upon reasonable prior notice and during normal business hoursmonth, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if from the Directing Certificateholder during regular business hours at such time and to for such duration as the extent Master Servicer or the Special Servicer, as applicable, and the Directing Certificateholder shall reasonably agree, regarding the performance and servicing of the Mortgage Loans and/of REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible (orresponsible. As a condition to such disclosure, the Directing Certificateholder shall execute a confidentiality agreement substantially in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except form attached hereto as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Exhibit M.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-2), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-1)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any Certificateholder, or any Certificate Owner Certificateholder identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate OwnerCertificateholder) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC Investor Reporting Package®” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (M) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at ▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMCC 2013-C13” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling ClassRating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) 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 related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.15(f); (xviii) any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.19(d), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 12.10. 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. 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 case event that any information is delivered or posted in error, each of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of Certificate Administrator and the Class T Certificates, 17g-5 Information Provider may remove such entity information 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 agreed obtained actual knowledge of any information merely by posting such information to keep all non-public the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information received was not produced by it the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall the form of Exhibit P-2 hereto (which certification may be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.submitted electronical

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and Loan and, with respect to the servicing thereof within its control (which access shall be limitedDirecting Certificateholder, other than the Excluded Loan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any CertificateholderCertificateholder (or with respect to any AB Subordinate Companion Loan, or any Certificate Owner the holder of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Ownerholder of such AB Subordinate Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan, if requested by the holder of an AB Subordinate Companion Loan) obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports with respect to the Mortgage Loans other than the Excluded Loan or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) summaries of Final Asset Status Reports with respect to the Excluded Loan ; provided that such items relating to the Excluded Loan (which shall be delivered to the Certificate Administrator in a separate file labeled with the loan number and loan name) shall not be available to the Directing Certificateholder so long as the Directing Certificateholder or any of its Affiliates is an Excluded Holder; (C) all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (D) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (M) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners that are Privileged Persons, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to the Excluded Loan Combination Controlling Party regarding to the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided extent such information was included in the following sentence, in Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website. In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at ▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ 2014-C20” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling Class). In Rating Agencies or any written question or request from the case Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the initial Controlling Class Representative, upon its information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) or an Affiliate's acquisition regarding any request for a Rating Agency Confirmation or regarding any of the Class T Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such entity oral communication shall be deemed not identify the Rating Agency with whom the communication was held pursuant to have agreed Section 3.15(f); (xviii) any other information delivered to keep all non-public information received by it in such capacity from time to time the 17g-5 Information Provider pursuant to this Agreement confidentialincluding, subject without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to applicable lawthe Rating Agencies pursuant to this Agreement including, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.limitation, Section 12.10. The foregoing inform

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20)

Access to Certain Information. (a) Each of the The Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder or VRR Interest Owner that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate such Certificateholder or VRR Interest Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and Master Servicer, Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or and the Serviced NonVRR Interest Owners, as applicable) of a sum sufficient to cover the reasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or the Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection determines, in its reasonable good faith judgment consistent with providing the applicable Servicing Standard, that such disclosure would violate applicable law or granting any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information or access pursuant with respect to the prior paragraph to Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a Certificateholder, a Certificate Owner, a Serviced Nonwaiver of the attorney-client privilege on behalf of the Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderotherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer and or the Special Servicer each may require payment refrain from such Certificateholderdisclosing information that it reasonably determines would prejudice the interests of the Certificateholders and the VRR Interest Owners with respect to a workout or exercise of remedies as to any particular Mortgage Loan. Notwithstanding the limitation set forth in the next succeeding paragraph, a Certificate but subject to the last sentence of the immediately preceding paragraph, upon the reasonable request of any Certificateholder or VRR Interest Owner (or with respect to any AB Subordinate Companion Loan related to a Serviced Non-Trust Mortgage Loan Noteholder AB Whole Loan, the holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided AB Subordinate Companion Loan) that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access has delivered an Investor Certification to the information described in Master Servicer or the preceding paragraphSpecial Servicer, as the case may be, the Master Servicer and (with respect to Non-Specially Serviced Loans) or the Special Servicer shall (with respect to Specially Serviced Loans), as applicable, may provide (or make available electronically) or make available at the expense of such Certificateholder, VRR Interest Owner or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master Servicer or the Special Servicer, as applicable, may require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b))applicable, generally to the effect that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any information received continuing rights the Certificateholder, VRR Interest Owner or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement. Notwithstanding anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or VRR Interest Owner or as specifically provided for herein with respect to the Directing Certificateholder), unless required by it from time applicable law or court order, no Certificateholder or VRR Interest Owner (except, with respect to time a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicer and the Certificate Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files. (b) The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus and any other disclosure document relating to the Registered 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 and any amendments and exhibits hereto; (C) any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date; (D) the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and (E) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; and (B) any notice delivered to the Certificate Administrator by the Depositor relating to the filing of a Form 8-K/A; (iii) The following documents, which will initially be made available under a tab or heading designated “periodic reports”: (A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement confidential from time to time; and (other than iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d); (B) all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a); (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; (D) the CREFC® Appraisal Reduction Template; (E) all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator; and (F) any notice or documents provided to the Certificate Administrator by the Depositor, Master Servicer or Special Servicer directing the Certificate Administrator to post to the “additional documents” tab; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to communications with the Controlling Classa release pursuant to Section 3.09(d). In the case ; (B) any notice regarding a waiver, modification or amendment of the initial Controlling Class Representative, upon its terms of any Mortgage Loan pursuant to Section 3.18(g); (C) any notice of final payment on the Certificates or an Affiliate's acquisition the VRR Interest delivered to the Certificate Administrator pursuant to Section 4.01(h); (D) any notice of the Class T Certificates, such entity shall occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (E) any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required to be deemed delivered to have agreed the Certificateholders or the VRR Interest Owners pursuant to keep all non-public information Section 12.01; (F) any Asset Review Report Summary received by it in such capacity from time to time the Certificate Administrator; (G) any notice of the termination of the Sub-Servicer delivered pursuant to this Agreement confidential, subject to applicable lawSection 3.20(g); (H) any notice of resignation of the Trustee or the Certificate Administrator, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery any notice of the Controlling Class Representative Confirmation.acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (I) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (J) any notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03; (K) any notice of termination pursuant to Section 9.01; (L) any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26(j) or Section 12.03, respectively; (M) any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b); (N) any notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the Operating Advisor in connection with such recommendation; (O) any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated; (P) any notice of the occurrence of an Operating Advisor Termination Event; (Q) any notice of the occurrence of an Asset Representations Reviewer Termination Event; (R) any assessments of compliance delivered to the Certificate Administrator; and (S) any attestation reports delivered to the Certificate Administrator; (T) any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant to Section 5.06; (U) any notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate Administrator to post to the “Special Notices” tab; (V) any Proposed Course of Action Notice; (vi) the “Investor Q&A Forum” pursuant to Section 4.07(a);

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2025-5c2), Pooling and Servicing Agreement (Bank5 2025-5yr17)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any CertificateholderCertificateholder (or, or any Certificate Owner with respect to an AB Subordinate Companion Loan, the holder of such AB Subordinate Companion Loan) identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Ownerthe holder of such AB Subordinate Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements obtained (in each case, solely relating to the related Whole Loan, if requested by the holder of an AB Subordinate Companion Loan) in the possession of the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates Certificates, a holder of an AB Subordinate Companion Loan or a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of an AB Subordinate Companion Loan, as applicable, may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC E▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC E▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC Investor Reporting Package®” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (M) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b)), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 1▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMCC 2013-C16” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling ClassRating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) 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 related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.15(f); (xviii) any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.20(h), Section 11.09 or Section 11.10; and (xix) any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 12.10. 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. 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 case event that any information is delivered or posted in error, each of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of Certificate Administrator and the Class T Certificates, 17g-5 Information Provider may remove such entity information 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 agreed obtained actual knowledge of any information merely by posting such information to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Certificate

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any Certificate Owner documentation or information regarding the Mortgage Loans (identified as such to other than any Non-Serviced Mortgage Loan) and, in the reasonable satisfaction case a Mortgage Loan that is a portion of the Serviced Whole Loans, the related Companion Loan, and the Trust Fund within its control which may be required by applicable law. At the election of the Master Servicer or the Special Servicer, such access may be afforded to such Person identified above by the delivery of copies of information as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans requested by such Person and the servicing thereof within its control (which access Master Servicer or the Special Servicer shall be limited, in permitted to require payment (other than from the case of any Serviced Non-Trust Mortgage Loan Noteholder Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or Certificateholders) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any Certificateholder, or any Certificate Owner Certificateholder identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate OwnerCertificateholder) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC Bond Level File, the CREFC Collateral Summary File, the CREFC Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC Investor Reporting Package” (including, without limitation, the CREFC Operating Statement Analysis Report and the Special Servicer shallCREFC NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(i); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any assessments of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally compliance delivered to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Certificate Administrator; and

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the -207- preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

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) Each of the The Master Servicer and the Special Servicer shall afford each provide or cause to be provided to the other such party, the Depositor, the Trustee, the Underwriters, Controlling Class Representative and the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any CertificateholderCertificateholder or Certificate Owner, access to any Certificate Owner (identified as such documentation regarding the Mortgage Loans and the other assets of the Trust Fund that are within its control, except to the reasonable satisfaction extent that (i) such documentation is subject to a claim of privilege under applicable law that has been asserted by the Certificateholders and of which the Master Servicer or the Special Servicer, as applicable, has received written notice or (ii) the case Master Servicer or the Special Servicer, as applicable, is otherwise prohibited from making such disclosure under applicable law, or may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access be subject to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, liability for making such disclosure in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf reasonable opinion of the Certificateholders counsel for the Master Servicer or the Serviced Non-Trust Mortgage Loan NoteholdersSpecial Servicer, as applicable, which counsel may be a salaried employee of the Master Servicer or the Special Servicer. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan NoteholderHowever, the Master Servicer and the Special Servicer each may require payment from such Certificateholdercharge for any copies requested by said Persons (other than the Rating Agencies and, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in extent that the preceding paragraphrequested number of copies is reasonably limited and the request is not duplicative, the Controlling Class Representative). The Master Servicer and the Special Servicer each shall require (prior be permitted to affording such access) affix a written confirmation executed reasonable disclaimer to any information provided by the requesting Person substantially in such form as may be reasonably acceptable it pursuant to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthis Section 3.15. (b) No less often Upon the request of the Controlling Class Representative made not more frequently than on once a monthly basismonth (which request may be a standing, upon reasonable prior notice and during normal business hourscontinuing request), or at such mutually acceptable time each month as the Controlling Class Representative shall reasonably designate, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available available, at the option of the Controlling Class Representative either by telephone or at the office of such Servicing Officer, to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Serviced Mortgage Loans and/or the Administered REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, Properties for which the Master Servicer and the or Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (Servicer, as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representativemay be, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmationis responsible.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Securities Inc)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and , (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C7)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner or Companion Loan Noteholder (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder), access to any non-privileged records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage the Companion Loan NoteholderNoteholders, to records relating to the related Serviced Non-Trust Mortgage LoanCompanion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Companion Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder, the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. . Upon the request of the Controlling Class Representative made not more frequently than once a month (b) No less often than on which request may be a monthly basisstanding, upon reasonable prior notice and during normal business hourscontinuing request), or at such mutually acceptable time each month as the Controlling Class Representative shall reasonably designate, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available available, at the option of the Controlling Class Representative either by telephone or at the office of such Servicing Officer, to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which such Master Servicer or Special Servicer, as the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Propertycase may be, is responsible. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the The Master Servicer and the Special Servicer each shall require (prior to providing condition such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, disclosure upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmationentering into a reasonable and customary confidentiality agreement reasonably acceptable to such servicer and the Controlling Class Representative regarding such disclosure to it. Neither the Master Servicer nor the Special Servicer shall be required to provide any information or disclosures in violation of any applicable law, rule or regulation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C3)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agenciesany Fiscal Agent, the Depositor, any Certificateholdereach Rating Agency, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), Controlling Class Representative and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the Mortgage Loan Documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan NoteholderControlling Class Representative, the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder registration (to the extent access is provided via the Master Servicer's Internet Website) and the acceptance of a sum sufficient to cover the reasonable costs and expenses of providing such information or accesscustomary disclaimer and otherwise adopt reasonable rules and procedures, including copy charges and reasonable fees for employee time and for space; provided that no charge which may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access include, to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent the Master Servicer or the Special Servicer, as applicable, deems necessary or appropriate, conditioning access on the case may beexecution and delivery of an agreement governing the availability, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates use and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense disclosure of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialinformation. (b) Neither the Master Servicer nor the Special Servicer shall be liable for providing or disseminating information in accordance with the terms of this Agreement. (c) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if from the Controlling Class Representative regarding the performance and to servicing of the extent Mortgage Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmationresponsible.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Credit Suisse Fr Bs Mor Sec Cp Com Mor Ps Th Ce Ser 2001-Ck1)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may -216- require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C2)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the other such party, the Depositor, the Trustee, the Underwriters, Controlling Class Representative and the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC FDIC, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any Certificate Owner (identified as such documentation regarding the Mortgage Loan and the other assets of the Trust Fund that are within its control which may be required by this Agreement or by applicable law, except to the reasonable satisfaction extent that (i) such documentation is subject to a claim of privilege under applicable law that has been asserted by the Master Certificateholders and of which the Servicer or the Special Servicer, as applicable, has received written notice or (ii) the case Servicer or the Special Servicer is otherwise prohibited from making such disclosure under applicable law, or may be) be subject to liability for making such disclosure in the opinion of the counsel for the Servicer or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control Special Servicer (which access shall counsel may be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf salaried employee of the Certificateholders Servicer or the Serviced Non-Trust Mortgage Loan NoteholdersSpecial Servicer). Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours (a) at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing it or granting any (b) alternatively the Servicer or the Special Servicer may send copies by first class mail of the requested information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderaddress designated in the written request of the requesting party. However, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees charge for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable lawany copies requested by said Persons. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master The Servicer and the Special Servicer shall each be permitted to affix a reasonable disclaimer to any information provided by it pursuant to this Section 3.15. ------------ Nothing herein shall be deemed to require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special ServicerServicer to confirm, represent or warrant the accuracy of (or to be liable or responsible for) any other Person's information or report, including any communication from the Special Servicer (if the Special Servicer is not the same entity as the case may be, generally to Servicer) or the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialMortgagor. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master The Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by produce the requesting Person substantially in such form as may be reasonably acceptable to reports required of it under this Agreement; provided, however, that the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and -------- ------- the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available shall not be required to answer questions (if and produce any ad hoc non-standard written reports with respect to the extent Mortgage Loan. In the Master event the Servicer or the Special Servicer elects to provide such non-standard reports, it may require the Person requesting such report (other than a Rating Agency or the Trustee) to pay a reasonable fee to cover the costs of the preparation thereof. Notwithstanding anything to the contrary herein, as a condition to the Servicer or the Special Servicer making any report or information available upon request to any Person other than the parties hereto, the Servicer or the Special Servicer may require that the recipient of such information acknowledge that the Servicer or the Special Servicer will contemporaneously provide such information to the Depositor, the Trustee, the Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans Initial Purchasers, any Rating Agency, and/or the REO Properties; and (ii) Certificateholders or Beneficial Owners. Any transmittal of information by the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and or the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such any Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In Trustee, the case of Servicer, the initial Controlling Class RepresentativeSpecial Servicer, upon its the Rating Agencies or an Affiliate's acquisition of the Class T CertificatesDepositor may be accompanied by a letter from the Servicer or the Special Servicer containing the following provision: By receiving the information set forth herein, such entity shall be deemed to have agreed to keep all you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information received regarding the Trust which issued Ventas Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-VENTAS from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by it you or another Certificateholder, Beneficial Owner or prospective purchaser of such Certificates or beneficial interest therein. The Servicer may, with the consent of the Depositor, make available by electronic media and bulletin board service certain information and may make available by electronic media or bulletin board service (in addition to making such capacity from time information available as provided herein) any reports or information that the Servicer is required to time provide pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative ConfirmationAgreement.

Appears in 1 contract

Sources: Trust and Servicing Agreement (Ventas Inc)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner or Companion Loan Noteholder (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder), access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage the Companion Loan NoteholderNoteholders, to records relating to the related Serviced Non-Trust Mortgage LoanCompanion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Companion Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder, the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. . Upon the request of the Controlling Class Representative made not more frequently than once a month (b) No less often than on which request may be a monthly basisstanding, upon reasonable prior notice and during normal business hourscontinuing request), or at such mutually acceptable time each month as the Controlling Class Representative shall reasonably designate, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available available, at the option of the Controlling Class Representative either by telephone or at the office of such Servicing Officer, to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which such Master Servicer or Special Servicer, as the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Propertycase may be, is responsible. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the The Master Servicer and the Special Servicer each shall require (prior to providing condition such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, disclosure upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmationentering into a reasonable and customary confidentiality agreement reasonably acceptable to such servicer and the Controlling Class Representative regarding such disclosure to it. Neither the Master Servicer nor the Special Servicer shall be required to provide any information or disclosures in violation of any applicable law, rule or regulation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2)

Access to Certain Information. (a) Each of the Master Servicer and the each Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agenciesany Fiscal Agent, the Depositor, any Certificateholdereach Rating Agency, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), Controlling Class Representative and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the Mortgage Loan Documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the such Master Servicer or the such Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Each Master Servicer and the each Special Servicer shall each may require payment from such Certificateholder, be entitled to affix a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable lawany other party hereto). In connection with providing Certificateholders and Certificate Owners access to such records to the information described in the preceding paragraphControlling Class Representative, the each Master Servicer and the each Special Servicer shall may require registration (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the extent access is provided via a Master Servicer's Internet Website) and the acceptance of a reasonable and customary disclaimer and otherwise adopt reasonable rules and procedures, which may include, to the extent a Master Servicer or the a Special Servicer, as applicable, deems necessary or appropriate, conditioning access on the case may beexecution and delivery of an agreement governing the availability, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates use and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense disclosure of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialinformation. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each None of the Master Servicers or the Special Servicers shall be liable for providing or disseminating information in accordance with the terms of this Agreement. (c) On a monthly basis at a time mutually agreed upon by the Controlling Class Representative and the applicable Master Servicer or the applicable Special Servicer, each Master Servicer and the each Special Servicer shall, without charge, make a knowledgeable Servicing Officer available available, at the option of such Controlling Class Representative either by telephone or at the office of such Servicing Officer, to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the such Controlling Class Representative regarding the performance and servicing of the Mortgage Loans in and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Properties for which such Master Servicer and the or Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (Servicer, as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representativemay be, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmationis responsible.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (CSFB Mortgage Sec Corp Comm Mort Pass THR Cert Ser 2003-Cnp1)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced ▇▇ ▇▇▇▇ Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced ▇▇ ▇▇▇▇ Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced ▇▇ ▇▇▇▇ Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced ▇▇ ▇▇▇▇ Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced ▇▇ ▇▇▇▇ Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced ▇▇ ▇▇▇▇ Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced ▇▇ ▇▇▇▇ Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced ▇▇ ▇▇▇▇ Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced ▇▇ ▇▇▇▇ Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Structured Asset Sec Corp Lb Ubs Com Mort Tr 2003-C8)

Access to Certain Information. (a) Each of the The Master Servicer and the Special Servicer shall afford each provide or cause to be provided to the other such party, the Depositor, the Trustee, the Underwriters, Controlling Class Representative and the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any CertificateholderCertificateholder or Certificate Owner, access to any Certificate Owner (identified as such documentation regarding the Mortgage Loans and the other assets of the Trust Fund that are within its control, except to the reasonable satisfaction extent that (i) such documentation is subject to a claim of privilege under applicable law that has been asserted by the Certificateholders and of which the Master Servicer or the Special Servicer, as applicable, has received written notice or (ii) the case Master Servicer or the Special Servicer, as applicable, is otherwise prohibited from making such disclosure under applicable law, or may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access be subject to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, liability for making such disclosure in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf reasonable opinion of the Certificateholders counsel for the Master Servicer or the Serviced Non-Trust Mortgage Loan NoteholdersSpecial Servicer, as applicable, which counsel may be a salaried employee of the Master Servicer or the Special Servicer. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan NoteholderHowever, the Master Servicer and the Special Servicer each may require payment from such Certificateholdercharge for any copies requested by said Persons (other than the Rating Agencies and, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in extent that the preceding paragraphrequested number of copies is reasonably limited and the request is not duplicative, the Controlling Class Representative). The Master Servicer and the Special Servicer each shall require (prior be permitted to affording such access) affix a written confirmation executed reasonable disclaimer to any information provided by the requesting Person substantially in such form as may be reasonably acceptable it pursuant to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthis SECTION 3.15. (b) No less often Upon the request of the Controlling Class Representative made not more frequently than on once a monthly basismonth (which request may be a standing, upon reasonable prior notice and during normal business hourscontinuing request), or at such mutually acceptable time each month as the Controlling Class Representative shall reasonably designate, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available available, at the option of the Controlling Class Representative either by telephone or at the office of such Servicing Officer, to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Serviced Mortgage Loans and/or the Administered REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, Properties for which the Master Servicer and the or Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (Servicer, as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representativemay be, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmationis responsible.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to any Certificateholder or Certificate Owner that is, or is affiliated with, a federally insured financial institution, the Trustee, the Underwriters, the Rating AgenciesPaying Agent, the Depositor, any Certificateholder, any Serviced Non-Trust each Mortgage Loan Noteholder and any Certificate Owner (identified as such Seller, each Rating Agency, the Directing Certificateholder to the reasonable satisfaction of the Master Servicer Servicer, or to the Special Servicer, as the case may be)applicable, and to the OTS, the FDIC FDIC, the Federal Reserve Board and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner and to each Holder of a Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P or Class NR Certificate, and to each Companion Holder (identified as such solely with respect to the reasonable satisfaction related AB Mortgage Loan), access to any documentation or information regarding the Mortgage Loans and related Companion Loans and the Trust Fund within its control which may be required by this Agreement or by applicable law. At the election of the Master Servicer or the Special Servicer, such access may be afforded to such Person identified above by the delivery of copies of information as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans requested by such Person and the servicing thereof within its control (which access Master Servicer or the Special Servicer shall be limited, in permitted to require payment (other than from the case of any Serviced Non-Trust Mortgage Loan Noteholder Directing Certificateholder and the Trustee and the Paying Agent on its own behalf or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or Certificateholders) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs and execute a reasonable and customary confidentiality agreement with respect to such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation imposed by law, decree or order shall not constitute a breach of this Section 3.15; provided that nothing in this paragraph shall provide a basis for not providing to the Directing Certificateholder any information specifically required to be delivered to it under the terms of this Agreement. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or any intellectual property which the Master Servicer or the Special Servicer is restricted by license or contract from disclosing. In connection with providing or granting any access to information or access pursuant to this Section 3.15 to parties other than the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder Trustee or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderthe Paying Agent, the Master Servicer and the Special Servicer may each may require payment from (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such Certificateholder, information and/or condition access to information on the execution of a Certificate Owner reasonable confidentiality agreement; (iii) withhold access to confidential information or a Serviced Non-Trust any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan Noteholder if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a sum sufficient waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to cover the reasonable costs and expenses contrary, the failure of providing such the Master Servicer or the Special Servicer to disclose any information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally to determines, in its reasonable good faith judgment consistent with the effect applicable Servicing Standards, that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, disclosure would violate applicable law or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence provision of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing Mortgage Loan document or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans and/or or Companion Loans or the REO Mortgaged Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) constitute a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case waiver of the initial Controlling Class Representative, upon its or an Affiliate's acquisition attorney-client privilege on behalf of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of Trust or the Controlling Class Representative ConfirmationTrust Fund or otherwise materially harm the Trust or the Trust Fund.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc15)

Access to Certain Information. (a) Each of the The Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer Servicer) or Companion Loan Noteholder, and the Special ServicerServicer shall afford to the Trustee and to the OTS, as the case FDIC and any other banking or insurance regulatory authority that may be) exercise authority over any Certificateholder, Certificate Owner or any Serviced Non-Trust Mortgage Companion Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage the Companion Loan NoteholderNoteholders, to records relating to the related Serviced Non-Trust Mortgage LoanCompanion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Companion Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder, the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) . No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative Directing Holder or the related Companion Loan Noteholder, if any, regarding the performance and servicing of the Mortgage Loans and/or and/of REO Properties for which the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO PropertyMaster Servicer is responsible. Except as provided in the following sentence, in connection with providing the Controlling Class Representative Directing Holder or the related Companion Loan Noteholder, as applicable, with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class RepresentativeDirecting Holder or Companion Loan Noteholder) a written confirmation executed by the Controlling Class Representative Confirmation (Directing Holder or Companion Loan Noteholder, as defined applicable, in Section 6.09(b))the form of Exhibit M attached hereto, generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Classsuch party). In the case of the initial Controlling Class RepresentativeDirecting Holder, upon its or an Affiliate's acquisition of the Class T Q Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Greenwich Capital Commercial Fund Corp Comm Mort Tr 2003-C1)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Companion Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage the Companion Loan NoteholderNoteholders, to records relating to the related Serviced Non-Trust Mortgage LoanCompanion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Companion Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder, the Master Servicer and the Special Servicer may each may require payment from such CertificateholderCertificateholder (other than the Controlling Class Directing Holder), a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfactionsatisfaction (which request from the Controlling Class Directing Holder may be a one time standing request), the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate OwnerOwner other than the Controlling Class Directing Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2006-Gg7)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer The Certificate Administrator shall afford to any Privileged Person (other than the TrusteeRating Agency, the UnderwritersBorrower, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder Borrower Sponsor or property manager and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), respective Affiliate thereof) and to the OTSOffice of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any CertificateholderCertificateholder or any Companion Loan Holder (or any registered holder or beneficial holder of Companion Loan Securities), access to any Certificate Owner documentation regarding the Whole Loan or the other assets of the Trust Fund that are in its possession or within its control including, without limitation: (identified as such i) the Whole Loan files, including any and all modifications, waivers and amendments to the reasonable satisfaction terms of the Master Whole Loan entered into or consented to by the Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans Servicer and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating delivered to the related Serviced Non-Trust Mortgage Loan)Certificate Administrator; (ii) the annual, except to the extent it is prohibited from doing so quarterly and monthly operating statements, if any, collected by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders Servicer or Special Servicer, as applicable, and delivered to the Serviced Non-Trust Mortgage Loan NoteholdersCertificate 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 Master Servicer or Certificate Administrator. The Certificate Administrator will provide copies of the Special Servicer, as items described in this Section 8.14(a) above upon reasonable written request of the case may be, designated by itPrivileged Persons. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a The Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each Administrator may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover for the reasonable costs and expenses of providing such information or access, including copy charges the copies and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall also require (prior to affording such access) a written confirmation executed by the requesting Person substantially Person, in such a form as may be reasonably acceptable to the Master Servicer or the Special ServicerCertificate Administrator, as the case may be, generally to the effect that such the Person making the request is a Holder Beneficial Owner or prospective purchaser of Certificates or a beneficial holder of Book-Entry Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and will otherwise keep such the information confidential. Upon the reasonable request of any CertificateholderCertificateholders, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided thatacceptance of their Certificates, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may will be reasonably acceptable deemed to the Master Servicer, generally have agreed to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such this information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, The Certificate Administrator shall make a knowledgeable Servicing Officer available to answer questions Privileged Persons, via the Certificate Administrator’s Website, the following items (if and to the extent the Master Servicer such items were prepared by or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally delivered to the effect that such Person will keep any information received by it from time Certificate Administrator in electronic format to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmationt▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇):

Appears in 1 contract

Sources: Trust and Servicing Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and , (ii) the related Serviced Somerset Collection Subordinate Non-Trust Mortgage Loan Combination Controlling Party Noteholder, if and for so long as it constitutes the Somerset Collection Directing Lender, regarding the performance and servicing of each Serviced the Somerset Collection Loan Combination Group and/or any related the Somerset Collection REO Property, (iii) from the ▇▇▇▇▇▇▇▇ Place Non-Trust Mortgage Loan Noteholder, unless and until a ▇▇▇▇▇▇▇▇ Place Threshold Event has occurred, regarding the performance and servicing of the ▇▇▇▇▇▇▇▇ Place Loan Pair and/or the ▇▇▇▇▇▇▇▇ Place REO Property and (iv) from the Cumberland Place Non-Trust Mortgage Loan Noteholder, if and for so long as it constitutes the Cumberland Place Directing Lender, regarding the performance and servicing of the Cumberland Place Loan Pair and/or the Cumberland Place REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a written confirmation executed by the Controlling Class Representative Confirmation (as defined Representative, in Section 6.09(b))the form of Exhibit O attached hereto, generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Structured Asset Sec Corp Lb-Ubs Comm Mort Trust 2004-C2)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage the _______________ Companion Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Companion Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage the _______________ Companion Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage the _______________ Companion Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage _______________ Companion Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage _______________ Companion Loan NoteholdersNoteholder. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage the _______________ Companion Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder, the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Structured Asset Securities Corp Ii)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder Certificateholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder), access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder Owner or any regulatory authority that may exercise authority over a Certificateholder, a Certificateholder or Certificate Owner or a Serviced Non-Trust Mortgage Loan NoteholderOwner, the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificateholder or Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if from the Controlling Class Representative regarding the performance and to servicing of the extent Mortgage Loans and/of REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmationresponsible.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Commercial Mortgage Pass-Through Certificates Series 2000-C4)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any Certificateholder, or any Certificate Owner Certificateholder identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate OwnerCertificateholder) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC Investor Reporting Package®” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (M) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at ▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMBB 2013-C14” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling ClassRating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) 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 related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.15(f); (xviii) any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 12.10. 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. 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 case event that any information is delivered or posted in error, each of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of Certificate Administrator and the Class T Certificates, 17g-5 Information Provider may remove such entity information 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 agreed obtained actual knowledge of any information merely by posting such information to keep all non-public the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information received was not produced by it the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall the form of Exhibit P-2 hereto (which certification may be deemed to have made such agreement without delivery of submitted electronically via the Controlling Class Representative Confirmation.17g-5

Appears in 1 contract

Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating AgenciesFiscal Agent, the Depositor, any Certificateholdereach Rating Agency, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), Directing Certificateholder and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the Mortgage Loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Directing Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access registration (to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person extent access is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to provided via the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronicallyinternet website) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shallacceptance of a reasonable disclaimer and otherwise adopt reasonable rules and procedures, without chargewhich may include, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the case may beexecution and delivery of an agreement reasonably governing the availability, is responsible (or, in the case use and disclosure of such information. The failure of the Master Servicer or the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except Servicer to provide access as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or any intellectual property that the Master Servicer or the Special Servicer is restricted by license or contract from disclosing. Neither the Master Servicer nor the Special Servicer shall require (prior to be liable for providing such or disseminating information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications accordance with the Controlling Class). In the case terms of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative ConfirmationAgreement.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Banc of America Comm Mort Inc Pass Throu Certs Series 2004 2)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder -216- or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2006-C7)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any Certificateholder, or any Certificate Owner Certificateholder identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate OwnerCertificateholder) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC ED▇▇▇ ▇ilings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ED▇▇▇ ▇ilings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ED▇▇▇ ▇ystem; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC Bond Level File, the CREFC Collateral Summary File, the CREFC Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC Investor Reporting Package” (including, without limitation, the CREFC Operating Statement Analysis Report and the Special Servicer shallCREFC NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (M) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (8▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMBB 2013-C12” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling ClassRating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) 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 related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.15(f); (xviii) any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.19(d), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 12.10. 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. 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 case event that any information is delivered or posted in error, each of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of Certificate Administrator and the Class T Certificates, 17g-5 Information Provider may remove such entity information 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 agreed obtained actual knowledge of any information merely by posting such information to keep all non-public the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information received was not produced by it the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall the form of Exhibit P-2 hereto (which certification may be deemed to have made such agreement without delivery of submitted electronically via the Controlling Class Representative Confirmation.17g-5 I

Appears in 1 contract

Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder Certificateholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder), access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder Owner or any regulatory authority that may exercise authority over a Certificateholder, Certificateholder or a Certificate Owner or a Serviced Non-Trust Mortgage Loan NoteholderOwner, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificateholder or Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (TIAA Seasoned Commercial Mortgage Trust 2007-C4)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any CertificateholderCertificateholder (or with respect to the AB Subordinate Companion Loan, or any Certificate Owner the holder of such AB Subordinate Companion Loan) identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Ownerholder of such AB Subordinate Companion Loan) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC E▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC E▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC Investor Reporting Package®” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (M) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 1▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMBB 2013-C15” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling ClassRating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) 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 related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.15(f); (xviii) any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 12.10. 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. 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 case event that any information is delivered or posted in error, each of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of Certificate Administrator and the Class T Certificates, 17g-5 Information Provider may remove such entity information 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 agreed obtained actual knowledge of any information merely by posting such information to keep all non-public the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information received was not produced by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Certificate Administrator or the 17g-5 In

Appears in 1 contract

Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C15)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the UnderwritersDepositor, each Rating Agency, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), Directing Certificateholder and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the Mortgage Loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Directing Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access registration (to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person extent access is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to provided via the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronicallyInternet Website) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shallacceptance of a reasonable disclaimer and otherwise adopt reasonable rules and procedures, without chargewhich may include, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the case may beexecution and delivery of an agreement reasonably governing the availability, is responsible (or, in the case use and disclosure of such information. The failure of the Master Servicer or the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except Servicer to provide access as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or any intellectual property which the Master Servicer or the Special Servicer is restricted by license or contract from disclosing. Neither the Master Servicer nor the Special Servicer shall require (prior to be liable for providing such or disseminating information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications accordance with the Controlling Class). In the case terms of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative ConfirmationAgreement.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Commercial Mortgage Pass Thru Certs Series 2001-3)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating AgenciesFiscal Agent, the Depositor, any each Rating Agency, the Directing Certificateholder, any Serviced Non-Trust the ES Controlling Holder (if the ES Component Mortgage Loan Noteholder and any Certificate Owner is involved), the SB Controlling Holder (identified as such to if the reasonable satisfaction of SB Component Mortgage Loan is involved), the Master Servicer related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Special Servicer, as Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the case may beWellbridge A/B Mortgage Loan is involved), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the Mortgage Loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Directing Certificateholder, a Certificate Owner, a Serviced Non-Trust the ES Controlling Holder (if the ES Component Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholderis involved), a Certificate Owner or a Serviced Non-Trust the SB Controlling Holder (if the SB Component Mortgage Loan Noteholderis involved), the related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access registration (to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person extent access is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to provided via the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronicallyinternet website) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shallacceptance of a reasonable disclaimer and otherwise adopt reasonable rules and procedures, without chargewhich may include, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the case may beexecution and delivery of an agreement reasonably governing the availability, is responsible (or, in the case use and disclosure of such information. The failure of the Master Servicer or the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except Servicer to provide access as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or any intellectual property which the Master Servicer or the Special Servicer is restricted by license or contract from disclosing. Neither the Master Servicer nor the Special Servicer shall require (prior to be liable for providing such or disseminating information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications accordance with the Controlling Class). In the case terms of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative ConfirmationAgreement.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Commercial Mortgage Pass Through Certificates Series 2003-1)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the UnderwritersDepositor, each Rating Agency, the Rating Agencies, Directing Certificateholder and the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage related Companion Loan Noteholder and any Certificate Owner Holder (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may beif a Whole Loan is involved), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to Directing Certificateholder and the related Companion Loan Holder (if a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Whole Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderis involved), the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder registration (to the extent access is provided via the Master Servicer's internet website) and the acceptance of a sum sufficient reasonable disclaimer and otherwise adopt reasonable rules and procedures, which may include, to cover the reasonable costs extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the execution and expenses delivery of providing an agreement reasonably governing the availability, use and disclosure of such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or access, including copy charges and reasonable fees for employee time and for space; provided any intellectual property that no charge may be made if such information the Master Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in the preceding paragraphTrustee, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related loan documents or would constitute a waiver of the attorney client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall require (prior not constitute a breach of this Agreement to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a loan document or, in the case of a Whole Loan, any document relating to the effect that such Person is related Companion Loan prohibiting disclosure of information with respect to the Mortgage Loans, the Companion Loan related to a Holder Whole Loan or the Mortgaged Properties, constitute a waiver of Certificates the attorney client privilege on behalf of the Trust or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthe Trust Fund or otherwise materially harm the Trust or the Trust Fund. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to Neither the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or nor the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by be liable for providing or disseminating information in accordance with the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder terms of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthis Agreement. (b) No less often than on Once a monthly basis, upon reasonable prior notice and during normal business hoursmonth, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if from the Directing Certificateholder during regular business hours at such time and to for such duration as the extent Master Servicer or the Special Servicer, as applicable, and the Directing Certificateholder shall reasonably agree, regarding the performance and servicing of the Mortgage Loans and/of REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible (orresponsible. As a condition to such disclosure, the Directing Certificateholder shall execute a confidentiality agreement substantially in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except form attached hereto as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Exhibit M.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2006-6)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C3)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the UnderwritersDepositor, each Rating Agency, the Rating Agencies, Directing Certificateholder and the Depositor, any Certificateholder, any One Stamford Forum Note B Holder (if the Serviced Non-Trust Mortgage Whole Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may beis involved), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Certificateholder, a Certificate Owner, a Directing Certificateholder and the One Stamford Forum Note B Holder (if the Serviced Non-Trust Mortgage Whole Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderis involved), the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder registration (to the extent access is provided via the Master Servicer's internet website) and the acceptance of a sum sufficient reasonable disclaimer and otherwise adopt reasonable rules and procedures, which may include, to cover the reasonable costs extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the execution and expenses delivery of providing an agreement reasonably governing the availability, use and disclosure of such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or access, including copy charges and reasonable fees for employee time and for space; provided any intellectual property that no charge may be made if such information the Master Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in the preceding paragraphTrustee, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related loan documents or would constitute a waiver of the attorney client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall require (prior not constitute a breach of this Agreement to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a loan documents or One Stamford Forum Note B document prohibiting disclosure of information with respect to the effect that such Person is Mortgage Loans or One Stamford Forum Note B or the Mortgaged Properties, constitute a Holder waiver of Certificates the attorney client privilege on behalf of the Trust or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthe Trust Fund or otherwise materially harm the Trust or the Trust Fund. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to Neither the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or nor the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by be liable for providing or disseminating information in accordance with the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder terms of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthis Agreement. (b) No less often than on Once a monthly basis, upon reasonable prior notice and during normal business hoursmonth, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if from the Directing Certificateholder during regular business hours at such time and to for such duration as the extent Master Servicer or the Special Servicer, as applicable, and the Directing Certificateholder shall reasonably agree, regarding the performance and servicing of the Mortgage Loans and/of REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible (orresponsible. As a condition to such disclosure, the Directing Certificateholder shall execute a confidentiality agreement substantially in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except form attached hereto as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Exhibit M.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2006-3)

Access to Certain Information. (a) Each Subject to the provisions of Section 2.10, the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the Indenture Trustee, the Underwriters, Controlling Class Representative and the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, Agencies access to any records documentation regarding the Serviced Mortgage Loans and the servicing thereof Notes that are within its control (which access shall may be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder required by this Agreement or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)by applicable law, except to the extent it is prohibited from doing so by applicable law or contract or to the extent that (i) such information documentation is subject to a claim of privilege under applicable law that has been asserted by the Noteholders and of which the Servicer has received written notice or (ii) the Servicer is otherwise prohibited from making such disclosure under applicable law, or may be subject to liability for making such disclosure in the Opinion of Counsel for the Servicer (which counsel may be asserted on behalf a salaried employee of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersServicer). Such access shall be afforded without charge, but only upon reasonable prior written request and during normal business hours (a) at the offices of the Master Servicer designated by it or (b) alternatively, the Servicer may send copies by first class mail of the requested information to the address designated in the written request of the requesting party. However, the Servicer may charge for any copies requested by said Persons. The Servicer shall be permitted to affix a reasonable disclaimer to any information provided by it pursuant to this Section 2.07. Nothing herein shall be deemed to require the Servicer to confirm, represent or warrant the accuracy of (or to be liable or responsible for) any other Person’s information or report, including any communication from the Issuer, any Asset Entity or the Special ServicerManager. The Servicer shall produce the reports required of it under this Agreement; provided, as however, that the case may be, designated by itServicer shall not be required to produce any ad hoc non-standard written reports with respect to the Notes or the Tenant Site Assets. In connection with providing or granting any information or access pursuant the event the Servicer elects to the prior paragraph to a Certificateholderprovide such non-standard reports, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each it may require payment from the Person requesting such Certificateholder, report (other than the Rating Agencies or the Indenture Trustee) to pay a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient reasonable fee to cover the reasonable costs and expenses of providing such the preparation thereof. Any transmittal of information hereunder, or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access respect to the information described in Notes or the preceding paragraphTenant Site Assets, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Servicer to any Person substantially in such form as may be reasonably acceptable to other than the Master Servicer Indenture Trustee or the Special ServicerRating Agencies shall be accompanied by a letter from the Servicer containing the following provision: By receiving the information set forth herein, as you hereby acknowledge and agree that the case may beUnited States securities laws restrict any person who possesses material, generally to non-public information regarding the effect that such Person is a Holder of Certificates Notes or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any CertificateholderIssuer, or any Certificate Owner identified of its subsidiaries from purchasing or selling such Notes or any securities of the Issuer, in circumstances where the other party to the Master Servicer transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the Master Servicer's reasonable satisfactionpurposes of, the Master and such information may be used only in connection with, evaluation by you or another Noteholder, Note Owner or prospective purchaser of such Notes or beneficial interest therein. The Servicer may make available by electronic media certain information and any reports that the Servicer is required to provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect in addition to communications with delivering such information to the Controlling ClassIndenture Trustee as provided herein). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Servicing Agreement (Landmark Infrastructure Partners LP)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any CertificateholderCertificateholder (or with respect to any AB Subordinate Companion Loan, or any Certificate Owner the holder of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Ownerholder of such AB Subordinate Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or Trust Whole Loan, if requested by the holder of an AB Subordinate Companion Loan or a Holder of Loan-Specific Certificates) obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC E▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC E▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan or a Subordinate Loan-Specific Directing Certificateholder, as applicable, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan or Trust Companion Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor (L) any notice that a Control Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated; (M) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (N) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners that are Privileged Persons, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 1▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMBB 2014-C23” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling Class). In Rating Agencies or any written question or request from the case Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the initial Controlling Class Representative, upon its information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) or an Affiliate's acquisition regarding any request for a Rating Agency Confirmation or regarding any of the Class T Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan or Trust Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such entity oral communication shall be deemed not identify the Rating Agency with whom the communication was held pursuant to have agreed Section 3.15(f); (xviii) any other information delivered to keep all non-public information received by it in such capacity from time to time the 17g-5 Information Provider pursuant to this Agreement confidentialincluding, subject without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to applicable lawthe Rating Agencies pursuant to this Agreement including, and such initial Controlling Class Representative without limitation, Section 12.10. The foregoing information shall be deemed 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. The 17g-5 Information Provider shall have no obligation or duty to have made such agreement without delivery of verify, confirm or otherwise determine whether the Controlling Class Representative Confirmation.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 t

Appears in 1 contract

Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)

Access to Certain Information. (a) Each The Indenture Trustee will make this Base Indenture, , each Series Indenture Supplement, the Cash Management Agreement, the Guaranties, the Management Agreement, any amendments thereto, the Monthly Reports, the reports, notices, certificates and financial statements referenced in this Section 11.11 available to the Noteholders, the Controlling Class Representative, each Person identified to the Indenture Trustee as a prospective transferee of a Note or an interest therein, and each Rating Agency and via the Indenture Trustee’s internet website at ▇▇▇.▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other address as the Indenture Trustee may specify from time to time. Assistance in using such website can be obtained by calling the Indenture Trustee’s customer service desk at ▇▇▇-▇▇▇-▇▇▇▇ or such other telephone number as the Indenture Trustee may specify from time to time. The foregoing materials will only be accessible in a password-protected area of the Master Servicer internet website and the Special Servicer shall afford Indenture Trustee will require each party (other than the Manager and each Rating Agency) accessing such password-protected area to register as a Holder and to make the applicable representations and warranties described below in an Information Request in the form of Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Exhibit E, as applicable, as to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner effect that (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may bex) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law such Person or contract or to the extent entity will keep such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case confidential (except that any Noteholder may be, designated by it. In connection with providing or granting provide any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information obtained by it to any other person or access, including copy charges and reasonable fees for employee time and for spaceentity that holds or is contemplating the purchase of any Note or interest therein; provided that no charge may be made if such other person or entity confirms to such Noteholder in writing such ownership interest or prospective ownership interest and agrees to keep such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders confidential); and Certificate Owners access to the information described (y) in the preceding paragraphcase of a Note Owner, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer person or the Special Servicer, as the case may be, generally to the effect that such Person entity is a Holder of Certificates or a beneficial holder owner of Book-Entry Certificates Notes and will keep such information confidential. Upon confidential (except that such Note Owner may provide such information to any other Person or entity that holds or is contemplating the reasonable request purchase of any Certificateholder, Note or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicerinterest therein; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates other person or a beneficial holder of Book-Entry Certificates entity confirms to such Note Owner in writing such ownership interest or prospective ownership interest and will agrees to keep such information confidential). The Indenture Trustee may disclaim responsibility for any information distributed by it for which the Indenture Trustee was not the original source. Each time a Holder accesses the internet website, it will be deemed to have confirmed such representations and warranties as of the date thereof. The Indenture Trustee will provide the Manager with copies of such Investor Request Certifications, including the identity, address, contact information, email address and telephone number of such Holder upon request, but shall have no responsibility for any of the information contained therein. The Indenture Trustee shall have the right to change the way such statements are electronically distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Indenture Trustee shall provide timely and adequate notification to all above parties regarding any such changes. (b) No less often than on a monthly basisThe manner in which notices and other communications are conveyed by DTC to DTC Participants, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and by DTC Participants to the extent the Master Servicer Note Owners, will be governed by arrangements among them, subject to any statutory or the Special Servicer, regulatory requirements as the case may be, is responsible (or, be in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant time. The Indenture Trustee are required to this Agreement confidential recognize as Noteholders only those persons in whose names the Notes are registered on the books and records of the Note Registrar. (other than with respect to communications c) The Indenture Trustee shall not be liable for providing or disseminating information in accordance with the Controlling Class). In the case terms of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative ConfirmationBase Indenture.

Appears in 1 contract

Sources: Base Indenture (DigitalBridge Group, Inc.)

Access to Certain Information. (a) Each of Subject to Section 4.06, the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the Trustee, the Underwriters, Trustee and the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC FDIC, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderSecurityholder, access to any records documentation regarding the Serviced Mortgage Loans Loan and the servicing thereof other assets of the Trust Fund that are within its control (which access shall may be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder required by this Agreement or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)by applicable law, except to the extent it is prohibited from doing so by applicable law or contract or to the extent that (i) such information documentation is subject to a claim of privilege under applicable law that has been asserted by the Securityholders and of which the Servicer has received written notice or (ii) the Servicer is otherwise prohibited from making such disclosure under applicable law, or may be subject to be asserted on behalf liability for making such disclosure in the opinion of the Certificateholders or counsel for the Serviced Non-Trust Mortgage Loan NoteholdersServicer (which counsel may be a salaried employee of the Servicer). Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours (a) at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing it or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each alternatively the Servicer may send copies by first class mail of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and requested information to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, address designated in the case written request of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Propertyrequesting party. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentenceHowever, the Master Servicer and the Special may charge for any copies requested by said Persons. The Servicer shall require (prior be permitted to providing such information for the first time affix a reasonable disclaimer to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received provided by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class)Section 3.15. In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity Nothing herein shall be deemed to have agreed require the Servicer to keep all confirm, represent or warrant the accuracy of (or to be liable or responsible for) any other Person’s information or report, including any communication from any Borrower, the Guarantor, the Parent Guarantor or the Manager. The Servicer shall produce the reports required of it under this Agreement; provided, however, that the Servicer shall not be required to produce any ad hoc non-standard written reports with respect to the Mortgage Loan or the Sites. In the event the Servicer elects to provide such non-standard reports, it may require the Person requesting such report (other than a Rating Agency or the Trustee) to pay a reasonable fee to cover the costs of the preparation thereof. Any transmittal of information hereunder, or with respect to the Mortgage Loan or the Sites, by the Servicer to any Person other than the Trustee, the Rating Agencies or the Depositor shall be accompanied by a letter from the Servicer containing the following provision: “By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information received regarding the Trust which issued American Tower Trust I, Secured Tower Revenue Securities or AT Parent or any of its subsidiaries from purchasing or selling such Securities or any securities of AT Parent in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by it you or another Securityholder, Security Owner or prospective purchaser of such Securities or beneficial interest therein.” The Servicer may make available by electronic media and bulletin board service certain information and may make available by electronic media or bulletin board service (in addition to making such capacity from time information available as provided herein) any reports or information that the Servicer is required to time provide pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative ConfirmationAgreement.

Appears in 1 contract

Sources: Trust and Servicing Agreement (American Tower Corp /Ma/)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any CertificateholderCertificateholder (or with respect to any AB Subordinate Companion Loan, or any Certificate Owner the holder of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Ownerholder of such AB Subordinate Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or ESK Whole Loan, if requested by the holder of an AB Subordinate Companion Loan or a Holder of the Class ESK Certificates) obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC E▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC E▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the E▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC® Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the Special Servicer shallCREFC® NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan or the Class ESK Directing Certificateholder, as applicable, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all property inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan or ESK Companion Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(i); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor (L) any notice that a Control Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated; (M) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (N) for any attestation reports delivered to the servicing thereofCertificate Administrator; (O) from any notice of the following parties: selection or resignation of the Class ESK Directing Certificateholder received pursuant to Section 3.37(a); (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners that are Privileged Persons, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 1▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMBB 2014-C24” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01 or Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling Class). In Rating Agencies or any written question or request from the case Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the initial Controlling Class Representative, upon its information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) or an Affiliate's acquisition regarding any request for a Rating Agency Confirmation or regarding any of the Class T Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan or ESK Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such entity oral communication shall be deemed not identify the Rating Agency with whom the communication was held pursuant to have agreed Section 3.15(f); (xviii) any other information delivered to keep all non-public information received by it in such capacity from time to time the 17g-5 Information Provider pursuant to this Agreement confidentialincluding, subject without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to applicable lawthe Rating Agencies pursuant to this Agreement including, and such initial Controlling Class Representative without limitation, Section 12.10. The foregoing information shall be deemed 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. The 17g-5 Information Provider shall have no obligation or duty to have made such agreement without delivery of verify, confirm or otherwise determine whether the Controlling Class Representative Confirmation.information being delivered is accur

Appears in 1 contract

Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)

Access to Certain Information. (a) Each of the Master Servicer Servicers and the Special Servicer Servicers shall afford to the Trustee, the Underwriters, the Rating Agenciesany Fiscal Agent, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder each Rating Agency and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), Controlling Class Representative and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the related Mortgage Loan Documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the particular Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Each Master Servicer and the Special Servicer each may require payment from such Certificateholder, affix a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable lawany other party hereto). In connection with providing Certificateholders and Certificate Owners access to such records to the information described in the preceding paragraphControlling Class Representative, the each Master Servicer and the Special Servicer shall may require registration (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the extent access is provided via a Master Servicer's internet website) and the acceptance of a reasonable and customary disclaimer and otherwise adopt reasonable rules and procedures, which may include, to the extent a Master Servicer or the Special Servicer, as applicable, deems necessary or appropriate, conditioning access on the case may beexecution and delivery of an agreement governing the availability, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates use and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense disclosure of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialinformation. (b) No less often Master Servicer or Special Servicer shall be liable for providing or disseminating information in accordance with the terms of this Agreement. (c) Upon the request of the Controlling Class Representative made not more frequently than on once a monthly basismonth, upon reasonable prior notice and during normal business hoursor at such mutually acceptable time each month as the Controlling Class Representative shall reasonably designate, each of the Master Servicer Servicers and the Special Servicer Servicers shall, without charge, make a knowledgeable Servicing Officer available available, at the option of the Controlling -153- Class Representative either by telephone or at the office of such Servicing Officer, to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Properties for which such Master Servicer and the or Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (Servicer, as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representativemay be, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmationis responsible.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)

Access to Certain Information. (a) Each of the Master Servicer and the each Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agenciesany Fiscal Agent, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder each Rating Agency and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), Controlling Class Representative and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the related Mortgage Loan Documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the such Master Servicer or the such Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Each Master Servicer and the each Special Servicer each may require payment from such Certificateholder, affix a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable lawany other party hereto). In connection with providing Certificateholders and Certificate Owners access to such records to the information described in the preceding paragraphControlling Class Representative, the 622 Third Avenue B Loan Holder, each Washington Center Junior Holder, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇cer and each Special Servicer may require registration (to the extent access is provided via a Master Servicer Servicer's internet website) and the Special Servicer shall require (prior to affording such access) acceptance of a written confirmation executed by the requesting Person substantially in such form as reasonable and customary disclaimer and otherwise adopt reasonable rules and procedures, which may be reasonably acceptable include, to the extent a Master Servicer or the Special Servicer, as applicable, deems necessary or appropriate, conditioning access on the case may beexecution and delivery of an agreement governing the availability, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates use and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense disclosure of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialinformation. (b) No less often None of the Master Servicers or the Special Servicers shall be liable for providing or disseminating information in accordance with the terms of this Agreement. (c) Upon the request of the Controlling Class Representative made not more frequently than on once a monthly basismonth, upon reasonable prior notice and during normal business hoursor at such mutually acceptable time each month as the Controlling Class Representative shall reasonably designate, each of the Master Servicer Servicers and the Special Servicer Servicers shall, without charge, make a knowledgeable Servicing Officer available available, at the option of such Controlling Class Representative either by telephone or at the office of such Servicing Officer, to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the such Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which such Master Servicer or Special Servicer, as the REO Propertiescase may be, is responsible; provided, that if the Washington Center B Loan Holder is not the then current Controlling Class Representative with respect to the Washington Center Total Loan, then the Controlling Class Representative of the Washington Center Total Loan shall provide the Washington Center B Loan Holder an opportunity (by giving notice thereto) to join such telephone conference or such conference at the office of such Servicing Officer. (d) Any Master Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also make available through its internet website, or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Borrowers for review by the Depositor, the Rating Agencies and any other Persons to whom the Master Servicers believe such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan. (e) The Master Servicers and the Special Servicers may make available the following items, in electronic form or otherwise, upon request and, except in the case of a Rating Agency or a Controlling Class Certificateholder, at the expense of the requesting party, to the Depositor, the Trustee, the Rating Agencies, any Certificateholder, any Certificate Owner, the 622 Third Avenue B Loan Holder, each Washington Center Junior Holder, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇ransferee of a Certificate or an interest therein and any other Persons to whom it believes such disclosure to be appropriate: (i) all financial statements, occupancy information, rent rolls, retail sales information, average daily room rates and similar information received by the Master Servicer or the Special Servicer, as applicable, from each Borrower, (ii) the related Serviced Loan Combination Controlling Party regarding inspection reports prepared by or on behalf of the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except Master Servicers or the Special Servicers, as provided in the following sentenceapplicable, in connection with providing the Controlling Class Representative with property inspections pursuant to Section 3.12, (iii) any and all modifications, waivers and amendments of the information described terms of a Mortgage Loan entered into by the Master Servicers or the Special Servicers, as applicable, and (iv) any and all officer's certificates and other evidence delivered to the Trustee and the Depositor to support the applicable Master Servicer's determination that any Advance was, or if made would be, a Nonrecoverable Advance; provided, however, that nothing in this Section 3.15(e) shall be deemed or construed to otherwise limit the preceding sentenceobligations of any Master Servicer and any Special Servicer under this Agreement to deliver to any Person any of the items set forth in clauses (i) through (iv) above. (f) Notwithstanding the obligations of each Master Servicer and each Special Servicer set forth in Section 8.14, the Master Servicer Servicers and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Servicers may withhold (other than with respect to communications items required to be delivered hereunder to the Controlling Class Representative and with respect to the Washington Center Loan, the Washington Center B Loan Holder (if not then the Controlling Class Representative of the Washington Center Loan)) any information not yet included in a Form 8-K filed with the Controlling Class). In Commission or otherwise made publicly available with respect to which the case of Trustee, the initial Special Servicers or the Master Servicers have determined that such withholding is appropriate. (g) Notwithstanding anything to the contrary in this Agreement, as a condition to the Master Servicers or Special Servicers making any report or information available upon request to any Person other than the parties hereto and the Controlling Class Representative, 622 Third Avenue B Loan Holder or any Washington Center Junior Holder, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇cers and Special Servicers may require that the recipient of such information acknowledge that the Master Servicers and Special Servicers may contemporaneously provide such information to the Depositor, the Trustee, the Underwriters, any Rating Agency, the Certificateholders and/or the Certificate Owners. Each Master Servicer and Special Servicer may condition such disclosure upon the recipient delivering a certification substantially in the form of Exhibit K-1 to the Trustee (with a copy to the applicable Master Servicer) or otherwise entering into a reasonable and customary confidentiality agreement reasonably acceptable to such servicer regarding such disclosure to it. In connection with providing access to its internet website, any Master Servicer may require registration and the acceptance of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to the extent it deems necessary or appropriate, conditioning access on execution of an Affiliate's acquisition agreement governing the availability, use and disclosure of such information, and which may provide indemnification to the Class T Certificatesapplicable Master Servicer for any liability or damage that may arise therefrom. Any transmittal of information by the Master Servicers or Special Servicers to any Person other than the Trustee, such entity the Rating Agencies or the Depositor shall be deemed to have agreed to keep all accompanied by a letter from each Master Servicer or Special Servicer containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information received by it regarding the Trust which issued Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2003-C3 from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such capacity from time information. You also acknowledge and agree that such information is being provided to time pursuant to this Agreement confidential, subject to applicable lawyou for the purposes of, and such initial Controlling Class Representative shall information may be deemed used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein." (h) Each Master Servicer and Special Servicer may, in its discretion, make available by hard copy, electronic media, internet website or bulletin board service certain information and may make available by hard copy, electronic media, internet website or bulletin board service (in addition to have made making such agreement without delivery information available as provided herein) any reports or information that it is required by this Agreement to provide to the Trustee, any of the Controlling Class Representative ConfirmationRating Agencies, the Depositor and anyone the Depositor reasonably designates.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Credit Suisse First Boston Mor Sec Corp Com Cer Ser 2003-C3)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer The Certificate Administrator shall afford to any Privileged Person (which for this purpose excludes a Privileged Person who provides the Trustee, Certificate Administrator with an Investor Certification substantially in the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction form of the Master Servicer or the Special Servicer, as the case may be), Exhibit K-2 hereto) and to the OTSOffice 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 Certificate Owner documentation regarding the Whole Loan or the other assets of the Trust Fund that are in its possession or within its control, including without limitation: (identified as such i) the Mortgage Loan files, including any and all modifications, waivers and amendments to the reasonable satisfaction terms of the Master 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 the case may be) or any Serviced Non-Trust Mortgage Loan Noteholderapplicable, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating delivered to the related Serviced Non-Trust Mortgage Loan)Certificate Administrator, except and (iii) all notices and reports delivered to the extent it is prohibited from doing so by applicable law or contract or Certificate Administrator with respect to the extent Property as to which environmental testing revealed any failure of such information is subject Property to a privilege under comply with any applicable law to be asserted on behalf of law, including any environmental law, or which revealed an environmental condition present at the Certificateholders Property requiring further investigation, testing, monitoring, containment, clean up, or the Serviced Non-Trust Mortgage Loan Noteholdersremediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or Certificate Administrator. The Certificate Administrator will provide copies of the Special Serviceritems described in this Section 8.15(a), as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholderextent such items are in its possession, a Certificate Ownerto, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderand upon reasonable written request of, the Master Servicer and Certificateholders (other than a Certificateholder that is a Privileged Person who provides the Special Servicer each Certificate Administrator with an Investor Certification substantially in the form of Exhibit K-2 hereto). The Certificate Administrator may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover for the reasonable costs and expenses of providing such information or access, including copy charges the copies and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall also require (prior to affording such access) a written confirmation executed by the requesting Person substantially Person, in such a form as may be reasonably acceptable to the Master Servicer or the Special ServicerCertificate Administrator, as the case may be, generally to the effect that such the Person making the request is a Holder Beneficial Owner or prospective purchaser of Certificates or a beneficial holder of Book-Entry Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and will otherwise keep such the information confidential. Upon the reasonable request of any CertificateholderCertificateholders, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder acceptance of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T their Certificates, such entity shall will be deemed to have agreed to keep all non-public this information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Trust and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C28)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer The Certificate Administrator shall afford to the Trustee, the Underwriters, any Privileged Person (other than the Rating Agencies, the DepositorBorrower, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder the Sponsor or Manager and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), respective Affiliate thereof) and to the OTSOffice 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 Certificate Owner documentation regarding the Trust Loan or the other assets of the Trust Fund that are in its possession or within its control including, without limitation: (identified as such i) the Loan File, including any and all modifications, waivers and amendments to the reasonable satisfaction terms of the Master Trust Loan entered into or consented to by the Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans Servicer and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating delivered to the related Serviced Non-Trust Mortgage Loan)Certificate Administrator; (ii) the annual, except to the extent it is prohibited from doing so quarterly and monthly operating statements, if any, collected by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders Servicer or Special Servicer, as applicable, and delivered to the Serviced Non-Trust Mortgage Loan NoteholdersCertificate 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 Master Certificate Administrator (or at the offices of a custodian). 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 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 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 electronic format to c▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇): (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; and (B) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase Agreements and any amendments and exhibits hereto or thereto; (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); (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); 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 its or the 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); (E) 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 12.7; (G) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 12.9; (H) any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c); and (I) any request by the Certificateholders representing at least 25% of the Voting Rights to terminate the Special Servicer pursuant to Section 7.1(d). (v) the “Investor Q&A Forum” pursuant to Section 4.5(a); and (vi) solely to Certificateholders and Beneficial Owners of Certificates, the “Investor Registry” pursuant to Section 4.5(b). The foregoing information shall be made available by the Certificate Administrator on the Certificate Administrator’s Website promptly following receipt. The Certificate Administrator 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 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 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 the acceptance of a disclaimer. The Certificate Administrator shall not be liable for 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 8▇▇-▇▇▇-▇▇▇▇ (in the United States) or (▇▇▇) ▇▇▇-▇▇▇▇. 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 Depositor and its designees, the Borrower, 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 NRSROs (including the Rating Agencies) the following items to the extent such items are delivered to it via email at r▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, specifically with a subject reference of “Citigroup Commercial Mortgage Trust 2013-375P” 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 12.7; (vi) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 12.9; (vii) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.27(a); (viii) any notice to the Rating Agencies 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); (ix) 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)); (x) 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; (xi) any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator or by or to the Trustee to support its or the 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); (xii) any notice of a Servicer Termination Event or Special Servicer Termination Event delivered to the Certificate Administrator pursuant to Section 7.1(b); (xiii) any summary of oral communications with the Rating Agencies that are delivered to the 17g-5 Information Provider pursuant to Section 8.14(c); provided that the summary of such oral communications shall not attribute which Rating Agency the communication was with; (xiv) any information authorized by the Depositor to be made available pursuant to Section 4.4(b); (xv) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase Agreements and any amendments and exhibits hereto or thereto; (xvi) any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c); (xvii) all CREFC Reports prepared by, or delivered to, the 17g-5 Information Provider pursuant to Section 3.18(b); and (xviii) all inspection reports delivered to the 17g-5 Information Provider pursuant to Section 3.22. 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 within two Business Days of receipt of such information, and shall, promptly following the posting of such information to the 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such information. 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. Neither the Trustee nor the Certificate Administrator will obtain and neither will be deemed to have obtained actual knowledge of any information posted on the 17g-5 Information Provider’s Website solely by virtue of posting by the 17g-5 Information Provider on such website to the extent that such information was not produced by the Trustee or the Certificate Administrator, as applicable. 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. Questions regarding delivery of information to the 17g-5 Information Provider may be directed to 8▇▇-▇▇▇-▇▇▇▇ (in the United States) or (▇▇▇) ▇▇▇-▇▇▇▇. 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, as applicable, may require registration and the acceptance of a disclaimer. The Certificate Administrator and the 17g-5 Information Provider shall not be liable for 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 any such information for which it is not the original source. The 17g-5 Information Provider shall not be liable for failing to make any information available to any NRSROs unless the same was delivered to it at its email address set forth above, with the proper subject heading. Assistance in using the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website can be obtained by calling 8▇▇-▇▇▇-▇▇▇▇. (c) Each of the Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, (and, as to the Certificate Administrator and the Trustee, shall) also make available through its website or otherwise, all information as necessary to enable the Certificate Administrator to comply with Section 8.14(b) and any additional information relating to the Whole Loan, the Property or the Borrower, for review by the Certificate Administrator, the Trustee, each Companion Loan Holder, any other Persons who deliver an Investor Certification 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 applicable law or by the Whole Loan. The Servicer or the Special Servicer as the case may be, 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 Trustee and the Certificate Administrator, enter into an Investor Certification or other confidentiality agreement acceptable to the Servicer or the Special Servicer, as the case may be, designated by itand (B) acknowledge that the Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party. 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 granting any information or access pursuant copies of the items described in Section 8.14(b) to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan NoteholderCertificateholders, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may beapplicable, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide shall require: (or forward electronicallya) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Certificateholder

Appears in 1 contract

Sources: Trust and Servicing Agreement (Deutsche Mortgage & Asset Receiving Corp)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage each Companion Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Companion Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Companion Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Companion Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Companion Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage a Companion Loan NoteholdersNoteholder. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Companion Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder, the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Companion Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided PROVIDED that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Structured Asset Sec Corp Com Mort Pas THR Certs Ser 2000-C3)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating AgenciesCertificate Administrator, the Depositor, each Rating Agency, the Directing Certificateholder and the related Companion Loan Holder or any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special ServicerControlling Holder, as the case may beapplicable (if a Serviced Whole Loan is involved), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a CertificateholderDirecting Certificateholder and any related Companion Loan Holder or any Controlling Holder, a Certificate Owner, as applicable (if a Serviced Non-Trust Mortgage Whole Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderis involved), the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder registration (to the extent access is provided via the Master Servicer's internet website) and the acceptance of a sum sufficient reasonable disclaimer and otherwise adopt reasonable rules and procedures, which may include, to cover the reasonable costs extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the execution and expenses delivery of providing an agreement reasonably governing the availability, use and disclosure of such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or access, including copy charges and reasonable fees for employee time and for space; provided any intellectual property that no charge may be made if such information the Master Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in Trustee, the preceding paragraphCertificate Administrator, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related loan documents or would constitute a waiver of the attorney client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall require (prior not constitute a breach of this Agreement to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a loan document or, in the case of a Serviced Whole Loan, any document relating to the effect that such Person is related Companion Loan prohibiting disclosure of information with respect to the Mortgage Loans, the Companion Loan related to a Holder Serviced Whole Loan or the Mortgaged Properties, constitute a waiver of Certificates the attorney client privilege on behalf of the Trust or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthe Trust Fund or otherwise materially harm the Trust or the Trust Fund. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to Neither the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or nor the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by be liable for providing or disseminating information in accordance with the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder terms of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthis Agreement. (b) No less often than on Once a monthly basis, upon reasonable prior notice and during normal business hoursmonth, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if from the Directing Certificateholder during regular business hours at such time and to for such duration as the extent Master Servicer or the Special Servicer, as applicable, and the Directing Certificateholder shall reasonably agree, regarding the performance and servicing of the Mortgage Loans and/of REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible (orresponsible. As a condition to such disclosure, the Directing Certificateholder shall execute a confidentiality agreement substantially in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except form attached hereto as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Exhibit M.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-5)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Companion Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage the Companion Loan NoteholderNoteholders, to records relating to the related Serviced Non-Trust Mortgage LoanCompanion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Companion Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder, the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) . No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions from the Controlling Class Directing Holder or any Companion Loan Noteholder, if any, regarding the performance of any Serviced Loan that is delinquent, Specially Serviced Loan, Mortgage Loans, any Serviced Companion Loan on the CMSA Servicer Watch List or Serviced Loans otherwise reasonably identified as exhibiting delinquent performance. The Controlling Class Directing Holder, (and, if and applicable, the with respect to a Serviced Companion Loan, the extent Companion Noteholder) agrees to identify for the Master Servicer or in advance, but at least two (2) Business Days prior to the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (irelated monthly conference) the Controlling Class Representative regarding the performance and servicing of the Mortgage Serviced Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Propertyit intends to discuss. Except as provided in the following sentence, in connection with providing the Controlling Class Representative Directing Holder or a Companion Loan Noteholder, as applicable, with the information described in the preceding sentencefirst sentence of this paragraph, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class RepresentativeDirecting Holder or Companion Loan Noteholder) a written confirmation executed by the Controlling Class Representative Confirmation (Directing Holder or Companion Loan Noteholder, as defined applicable, in Section 6.09(b))the form of Exhibit N attached hereto, generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class)confidential. In the case of the initial Controlling Class RepresentativeDirecting Holder, upon its or an Affiliate's acquisition of the Class T P Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (GCCFC 2005-Gg3)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide reasonable access during its normal business hours at each of its principal servicing offices to any Certificateholder, Certificate Owner or holder of a security backed by a B Loan that is, or is affiliated with, a federally insured financial institution, the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholdereach Rating Agency, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or to the Special Servicer, as the case may be)applicable, and to the OTS, the FDIC FDIC, the Federal Reserve Board and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction or holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholdera security backed by a B Loan, access to any records documentation regarding the Serviced Mortgage Loans and the servicing thereof within its control Trust Fund (which access shall be limitedor, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect a holder of a Serviced Non-Trust Mortgage Loan Noteholdersecurity backed by a B Loan, to records relating to the related Serviced Non-Trust Mortgage regarding such B Loan), except to the extent it is prohibited from doing so ) within its control which may be required by this Agreement or by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholderslaw. Such access shall be afforded without charge (except that the Master Servicer and the Special Servicer may charge a reasonable fee for copies and out-of-pocket costs to parties other than the Rating Agencies) but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing The Master Servicer and Special Servicer may satisfy any obligation or granting any request to provide information or access pursuant copies of any reports or documents described in this Section 3.15 by (x) physically delivering a paper copy of such information, reports or documents, (y) delivering such information, reports or documents in a commonly used electronic format or (z) making such information, reports or documents available on its Website; provided, that all reports required to be delivered to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder Trustee shall be delivered in accordance with clause (x) or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, (y). Nothing in this Section 3.15 shall detract from the obligation of the Master Servicer and the Special Servicer each may to observe any applicable law or agreement prohibiting disclosure of information with respect to the Borrowers, and the failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this Section 3.15. Nothing herein shall be deemed to require payment the Master Servicer or Special Servicer to confirm, represent or warrant the accuracy or completeness of any other Person's information or report, including any communication from such the Master Servicer, the Special Servicer, a Borrower or any other Person. Notwithstanding the above, the Master Servicer and Special Servicer shall not have any liability to the Depositor, the Trustee, any Certificateholder, a any Certificate Owner Owner, the Initial Purchaser, any Underwriter, any Rating Agency or a Serviced Non-Trust Mortgage Loan Noteholder any other Person to whom it delivers information pursuant to and in accordance with this Section 3.15 or any other provision of a sum sufficient this Agreement for federal, state or other applicable securities law violations relating to cover the reasonable costs disclosure of such information, unless the Master Servicer or Special Servicer, as the case may be, acted with negligence, bad faith or willful misfeasance. The Master Servicer and expenses the Special Servicer may each deny any of providing such the foregoing Persons access to confidential information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information any intellectual property which the Master Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to Notwithstanding the information described in the preceding paragraphforegoing, the Master Servicer and the Special Servicer shall require maintain separate from such confidential information and intellectual property, all documentation regarding the Mortgage Loans and REO Properties that is not confidential. (prior b) The Master 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 additional information relating to affording such access) a written confirmation executed the Trust Mortgage Loans, the Mortgaged Properties or the Borrowers, for review by the Depositor, the Rating Agencies and any other Persons to whom the Master Servicer or the Special Servicer believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Trust Mortgage Loan. (c) The Master Servicer and the Special Servicer shall make the following items available at their respective offices during normal business hours, for review by the Depositor, the Trustee, any B Loan Holder (or its designee), the Rating Agencies, any Certificateholder, any Certificate Owner, any prospective transferee of a Certificate or an interest therein (or any licensed or registered investment adviser acting on its behalf) and any other Persons to whom the Master Servicer or the Special Servicer, as applicable, believes such disclosure to be appropriate, or shall send such items to any requesting Person substantially party (at the expense of such requesting party, except in the case of the Series 2006-C2 Directing Certificateholder (so long as the requests are not excessive or duplicative), any B Loan Holder (or its designee) (so long as the requests are not excessive or duplicative), the Trustee and the Rating Agencies, and except as otherwise provided in the last sentence of this paragraph): (i) all financial statements, occupancy information, rent rolls, retail sales information, average daily room rates and similar information received from the respective Borrowers or otherwise obtained by the Master Servicer or the Special Servicer, as applicable, (ii) the inspection reports prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, with respect to the respective Mortgaged Properties in connection with the property inspections pursuant to Section 3.19, (iii) any appraisals and/or internal valuations prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, with respect to the respective Mortgaged Properties in accordance with this Agreement, (iv) any and all modifications, waivers and amendments of the terms of a Trust Mortgage Loan entered into by the Master Servicer or the Special Servicer, as applicable, and (v) any and all officer's certificates and other evidence delivered to the Trustee and the Depositor to support the Master Servicer's determination that any Advance was, or if made would be, a Nonrecoverable Advance. Except as otherwise specifically provided herein, copies of all such form information shall be delivered by the Master Servicer or the Special Servicer, as may applicable, upon request, not more frequently than quarterly to the Certificateholders (or, if the Controlling Class of Certificates is held in book-entry form, the Certificate Owners) of the Controlling Class (as identified by the related Depository Participant and for so long as such Class remains outstanding) at the address specified by such Certificate Owners; provided, however, that if beneficial ownership of the Controlling Class resides in more than one Certificateholder or Certificate Owner, as applicable, the Master Servicer or the Special Servicer, as applicable, shall be reasonably acceptable responsible only for the expense of providing the first such copy of such information and shall be entitled to reimbursement from the requesting party for the expense of any additional copies so provided. (d) With respect to any information furnished by the Master Servicer or the Special Servicer pursuant to the foregoing provisions of this Section 3.15, the Master Servicer or the Special Servicer, as the case may be, generally shall be entitled to (i) indicate the effect that such Person is a Holder source of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense recipient of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by information acknowledge that the Master Servicer or the Special Servicer; provided thatServicer may contemporaneously provide such information to the Depositor, the Trustee, the Initial Purchaser, any Underwriter, any Rating Agency and/or Certificateholders or Certificate Owners. Without limiting the foregoing, in connection therewithwith providing access to or copies of the items described above in this Section 3.15 to Certificateholders, Certificate Owners, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master ServicerSeries 2006-C2 Directing Certificateholder, generally to the effect that such Person is a Holder prospective purchasers of Certificates or interests therein, a beneficial holder licensed or registered investment advisor acting on behalf of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each any of the Master Servicer and the Special Servicer shallforegoing, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible shall require: (or, i) in the case of Certificateholders, Certificate Owners and the Series 2006-C2 Directing Certificateholder (or licensed or registered investment advisors acting on their behalf), a confirmation executed by the requesting Person (and its investment advisor, if applicable) substantially in the form of Exhibit R-1 hereto (or such other form as may be reasonably acceptable to the Master Servicer or Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance as applicable, and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, which may provide indemnification to the Master Servicer and the or Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (Servicer, as defined in Section 6.09(b)applicable), generally to the effect that such Person is a registered or beneficial holder of Certificates or an investment advisor representing such Person and is requesting the information solely for use in evaluating such Person's investment in the Certificates and will otherwise keep any such information received by it from time to time pursuant to this Agreement confidential confidential; and (other than with respect to communications with the Controlling Class). In ii) in the case of a prospective purchaser or a licensed or registered investment advisor representing such Person, confirmation executed by the initial Controlling Class Representativerequesting Person (and its investment advisor, upon its if applicable) substantially in the form of Exhibit R-2 hereto (or such other form as may be reasonably acceptable to the Master Servicer or Special Servicer, as applicable, and which may provide indemnification to the Master Servicer or Special Servicer, as applicable), generally to the effect that such Person is a prospective purchaser of a Certificate or an Affiliate's acquisition of interest therein or a licensed or registered investment advisor representing such Person, and is requesting the Class T Certificates, information solely for use in evaluating a possible investment in Certificates and will otherwise keep such entity information confidential. Neither the Master Servicer nor the Special Servicer shall be deemed liable for the dissemination of information in accordance with this Agreement. (e) Any transmittal of information by the Master Servicer or Special Servicer to have agreed to keep all any Person other than the Trustee, the Rating Agencies or the Depositor may be accompanied by a letter from the Master Servicer or Special Servicer containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information received by it regarding the Trust which issued Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-C2 from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such capacity from time information. You also acknowledge and agree that such information is being provided to time pursuant to this Agreement confidential, subject to applicable lawyou for the purposes of, and such initial Controlling Class Representative shall information may be deemed used only in connection with, evaluation by you or another Certificateholder, Certificate Owner or prospective purchaser (or licensed or registered investment advisor acting on their behalf) of such Certificates or beneficial interest therein." (f) Notwithstanding anything in this Agreement to have the contrary, the Master Servicer and the Special Servicer may withhold any information not yet included in a Current Report on Form 8-K filed with the Commission or otherwise made publicly available with respect to which the Trustee, the Special Servicer or the Master Servicer has determined that such agreement without delivery withholding is appropriate in accordance with applicable law. (g) Except as otherwise required by this Agreement and except for statements, reports and information to be filed with the Commission as contemplated by Article XII, the Master Servicer and the Special Servicer each may, in its discretion, make available by hard copy, electronic media, internet website or bulletin board service certain information and may make available by hard copy, electronic media, internet website or bulletin board service any reports or information that the Master Servicer or the Special Servicer is required by this Agreement to provide to any of the Controlling Class Representative ConfirmationRating Agencies, the Trustee, the Depositor and anyone the Depositor reasonably designates.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Credit Suisse Commercial Mortgage Trust Series 2006-C2)

Access to Certain Information. (a) Each of the Master Servicer Servicers and the Special Servicer upon request of the Trustee shall afford provide or cause to be provided through the Trustee to any Certificateholder or Certificate Owner or holder of any Serviced Companion Loan that is, or is affiliated with, a federally insured financial institution, the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust each Mortgage Loan Noteholder and any Certificate Owner (identified as such Seller, each Rating Agency, to the reasonable satisfaction of the Master Servicer Servicers, or to the Special Servicer, as the case may be)applicable, and to the OTS, the FDIC FDIC, the Federal Reserve Board and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction Certificateholder or holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Companion Loan, and to each Holder of a Class L, Class M, Class N, Class O, Class P, Class Q or Class T Certificate or holder of any Serviced Companion Loan Noteholder, access to any records documentation regarding the Mortgage Loans or Serviced Mortgage Whole Loans and the servicing thereof Trust Fund within its control (which access shall may be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder required by this Agreement or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholderslaw. Such access shall be afforded only without charge but upon reasonable prior written request via e-mail or facsimile (where such form of transmission is reasonably practicable) and during normal business hours at the offices of the Master Trustee or the Servicer, designated by it; provided, however, that Certificateholders, Certificate Owners and holder of any Serviced Companion Loan shall be required to pay their own photocopying costs and execute a reasonable and customary confidentiality agreement with respect to such information substantially in the form of Exhibit J-1, J-2 or J-3. The failure of either Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Servicers and the Special Servicer may each deny any of the foregoing persons access to confidential information or any intellectual property which the Servicers or the Special Servicer is restricted by license or contract from disclosing. Notwithstanding the foregoing, the Servicers and the Special Servicer shall make available to the foregoing persons documentation regarding the Mortgage Loans and Serviced Whole Loans that is not confidential, at the reasonable judgment of the Servicers or Special Servicer, as the case may be, designated by it. In connection with providing without requiring such person to execute a confidentiality agreement and may make available non-confidential information and documentation to any other person within the discretion of the Servicers or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (GE Commercial Mortgage Corporation, Series 2007-C1 Trust)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the UnderwritersDepositor, each Rating Agency, the Rating Agencies, Directing Certificateholder and the Depositor, related Companion Loan Holder or any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special ServicerControlling Holder, as the case may beapplicable (if a Serviced Whole Loan is involved), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a CertificateholderDirecting Certificateholder and any related Companion Loan Holder or any Controlling Holder, a Certificate Owner, as applicable (if a Serviced Non-Trust Mortgage Whole Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderis involved), the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder registration (to the extent access is provided via the Master Servicer's internet website) and the acceptance of a sum sufficient reasonable disclaimer and otherwise adopt reasonable rules and procedures, which may include, to cover the reasonable costs extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the execution and expenses delivery of providing an agreement reasonably governing the availability, use and disclosure of such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or access, including copy charges and reasonable fees for employee time and for space; provided any intellectual property that no charge may be made if such information the Master Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in the preceding paragraphTrustee, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related loan documents or would constitute a waiver of the attorney client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall require (prior not constitute a breach of this Agreement to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a loan document or, in the case of a Serviced Whole Loan, any document relating to the effect that such Person is related Companion Loan prohibiting disclosure of information with respect to the Mortgage Loans, the Companion Loan related to a Holder Serviced Whole Loan or the Mortgaged Properties, constitute a waiver of Certificates the attorney client privilege on behalf of the Trust or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthe Trust Fund or otherwise materially harm the Trust or the Trust Fund. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to Neither the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or nor the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by be liable for providing or disseminating information in accordance with the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder terms of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthis Agreement. (b) No less often than on Once a monthly basis, upon reasonable prior notice and during normal business hoursmonth, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if from the Directing Certificateholder during regular business hours at such time and to for such duration as the extent Master Servicer or the Special Servicer, as applicable, and the Directing Certificateholder shall reasonably agree, regarding the performance and servicing of the Mortgage Loans and/of REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible (orresponsible. As a condition to such disclosure, the Directing Certificateholder shall execute a confidentiality agreement substantially in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except form attached hereto as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Exhibit M.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-3)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Companion Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage the Companion Loan NoteholderNoteholders, to records relating to the related Serviced Non-Trust Mortgage LoanCompanion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Companion Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage the Companion Loan Noteholder Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder, the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) . No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative Directing Holder or any Companion Loan Noteholder (or Holder of the Class OEA-B Certificates), if any, regarding the performance and servicing of the Mortgage Loans and/or and/of REO Properties for which the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO PropertyMaster Servicer is responsible. Except as provided in the following sentence, in connection with providing the Controlling Class Representative Directing Holder or a Companion Loan Noteholder (or Holder of the Class OEA-B Certificates), as applicable, with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class RepresentativeDirecting Holder or Companion Loan Noteholder (or Holder of the Class OEA-B Certificates)) a written confirmation executed by the Controlling Class Representative Confirmation Directing Holder or Companion Loan Noteholder (or Holder of the Class OEA-B Certificates), as defined applicable, in Section 6.09(b))the form of Exhibit N attached hereto, generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class)confidential. In the case of the initial Controlling Class RepresentativeDirecting Holder, upon its or an Affiliate's acquisition of the Class T P Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Pass-Through Certificates Series 2004-Gg1)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder Certificateholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder), access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder Owner or any regulatory authority that may exercise authority over a Certificateholder, Certificateholder or a Certificate Owner or a Serviced Non-Trust Mortgage Loan NoteholderOwner, the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificateholder or Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (CWCapital Commercial Funding Corp.)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and , (ii) the related Serviced Loan Combination Two Penn Plaza Controlling Party regarding the performance and servicing of each Serviced the Two Penn Plaza Loan Combination Group and/or any related the Two Penn Plaza REO Property and (iii) the Tower Square Controlling Party regarding the performance and servicing of the Tower Square Loan Pair and/or the Tower Square REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a written confirmation executed by the Controlling Class Representative Confirmation (as defined Representative, in Section 6.09(b))the form of Exhibit O attached hereto, generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Structured Asset Sec Corp Ii Lb-Ubs Comm Mort Trust 2004-C4)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating AgenciesCertificate Administrator, the Depositor, any Certificateholdereach Rating Agency, any the Directing Certificateholder and the related Companion Loan Holder (if a Serviced Non-Trust Mortgage Whole Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may beis involved), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Certificateholder, a Certificate Owner, Directing Certificateholder and any related Companion Loan Holder (if a Serviced Non-Trust Mortgage Whole Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholderis involved), the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder registration (to the extent access is provided via the Master Servicer's internet website) and the acceptance of a sum sufficient reasonable disclaimer and otherwise adopt reasonable rules and procedures, which may include, to cover the reasonable costs extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the execution and expenses delivery of providing an agreement reasonably governing the availability, use and disclosure of such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or access, including copy charges and reasonable fees for employee time and for space; provided any intellectual property that no charge may be made if such information the Master Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in Trustee, the preceding paragraphCertificate Administrator, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related loan documents or would constitute a waiver of the attorney client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall require (prior not constitute a breach of this Agreement to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a loan document or, in the case of a Serviced Whole Loan, any document relating to the effect that such Person is related Companion Loan prohibiting disclosure of information with respect to the Mortgage Loans, the Companion Loan related to a Holder Serviced Whole Loan or the Mortgaged Properties, constitute a waiver of Certificates the attorney client privilege on behalf of the Trust or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthe Trust Fund or otherwise materially harm the Trust or the Trust Fund. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to Neither the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or nor the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by be liable for providing or disseminating information in accordance with the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder terms of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthis Agreement. (b) No less often than on Once a monthly basis, upon reasonable prior notice and during normal business hoursmonth, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if from the Directing Certificateholder during regular business hours at such time and to for such duration as the extent Master Servicer or the Special Servicer, as applicable, and the Directing Certificateholder shall reasonably agree, regarding the performance and servicing of the Mortgage Loans and/of REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible (orresponsible. As a condition to such disclosure, the Directing Certificateholder shall execute a confidentiality agreement substantially in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except form attached hereto as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Exhibit M.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2008-Ls1)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T S Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C1)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage the UBS Warburg Building Companion Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage the UBS Warburg Building Companion Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage the UBS Warburg Building Companion Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage the UBS Warburg Building Companion Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage UBS Warburg Building Companion Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage UBS Warburg Building Companion Loan NoteholdersNoteholder. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage the UBS Warburg Building Companion Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage the UBS Warburg Building Companion Loan Noteholder, the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage the UBS Warburg Building Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Structured Asset Securities Corp)

Access to Certain Information. (a) Each of Subject to Section 4.06, the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the Trustee, the Underwriters, Trustee and the Rating Agencies, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC FDIC, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderSecurityholder, access to any records documentation regarding the Serviced Mortgage Loans Loan and the servicing thereof other assets of the Trust Fund that are within its control (which access shall may be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder required by this Agreement or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)by applicable law, except to the extent it is prohibited from doing so by applicable law or contract or to the extent that (i) such information documentation is subject to a claim of privilege under applicable law that has been asserted by the Securityholders and of which the Servicer has received written notice or (ii) the Servicer is otherwise prohibited from making such disclosure under applicable law, or may be subject to be asserted on behalf liability for making such disclosure in the opinion of the Certificateholders or counsel for the Serviced Non-Trust Mortgage Loan NoteholdersServicer (which counsel may be a salaried employee of the Servicer). Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours (a) at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing it or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. (b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each alternatively the Servicer may send copies by first class mail of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and requested information to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, address designated in the case written request of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Propertyrequesting party. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentenceHowever, the Master Servicer and the Special may charge for any copies requested by said Persons. The Servicer shall require (prior be permitted to providing such information for the first time affix a reasonable disclaimer to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received provided by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class)Section 3.15. In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity Nothing herein shall be deemed to have agreed require the Servicer to keep all confirm, represent or warrant the accuracy of (or to be liable or responsible for) any other Person’s information or report, including any communication from any Borrower, the Guarantor, the Parent Guarantor or the Manager. The Servicer shall produce the reports required of it under this Agreement; provided, however, that the Servicer shall not be required to produce any ad hoc non-standard written reports with respect to the Mortgage Loan or the Sites. In the event the Servicer elects to provide such non-standard reports, it may require the Person requesting such report (other than a Rating Agency or the Trustee) to pay a reasonable fee to cover the costs of the preparation thereof. Any transmittal of information hereunder, or with respect to the Mortgage Loan or the Sites, by the Servicer to any Person other than the Trustee, the Rating Agencies or the Depositor shall be accompanied by a letter from the Servicer containing the following provision: “By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information received regarding the Trust which issued American Tower Trust I, Secured ▇▇▇▇▇ ▇▇▇▇▇▇▇ Securities or AT Parent or any of its subsidiaries from purchasing or selling such Securities or any securities of AT Parent in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by it you or another Securityholder, Security Owner or prospective purchaser of such Securities or beneficial interest therein.” The Servicer may make available by electronic media and bulletin board service certain information and may make available by electronic media or bulletin board service (in addition to making such capacity from time information available as provided herein) any reports or information that the Servicer is required to time provide pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative ConfirmationAgreement.

Appears in 1 contract

Sources: Trust and Servicing Agreement (American Tower Corp /Ma/)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the UnderwritersDepositor, each Rating Agency, the Rating AgenciesDirecting Certificateholder, the Depositor, any Certificateholder, any Serviced Non-Trust CP Controlling Holder (if the CP Component Mortgage Loan Noteholder is involved), and any Certificate Owner Companion Loan Noteholder(s) (identified as such to if the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may berelated Whole Loan is involved), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or any Serviced Non-Trust Mortgage Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of any Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority seeking such access in respect of a Serviced Non-Trust Mortgage Loan Noteholder, to records relating to the related Serviced Non-Trust Mortgage Loan)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the Loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Serviced Non-Trust Mortgage Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Directing Certificateholder, a Certificate Owner, a Serviced Non-Trust the CP Controlling Holder (if the CP Component Mortgage Loan Noteholder or is involved), and any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Companion Loan NoteholderNoteholder(s) (if the related Whole Loan is involved), the Master Servicer and the Special Servicer may each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder registration (to the extent access is provided via the Master Servicer's internet website) and the acceptance of a sum sufficient reasonable disclaimer and otherwise adopt reasonable rules and procedures, which may include, to cover the reasonable costs extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the execution and expenses delivery of providing an agreement reasonably governing the availability, use and disclosure of such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or access, including copy charges and reasonable fees for employee time and for space; provided any intellectual property that no charge may be made if such information the Master Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in the preceding paragraphTrustee, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Loan documents or would constitute a waiver of the attorney client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall require (prior not constitute a breach of this Agreement to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan document or Companion Loan document prohibiting disclosure of information with respect to the effect that such Person is Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a Holder waiver of Certificates the attorney client privilege on behalf of the Trust or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthe Trust Fund or otherwise materially harm the Trust or the Trust Fund. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to Neither the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or nor the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by be liable for providing or disseminating information in accordance with the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder terms of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthis Agreement. (b) No less often than on Once a monthly basis, upon reasonable prior notice and during normal business hoursmonth, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if from the Directing Certificateholder during regular business hours at such time and to the extent for such duration as the Master Servicer or the Special Servicer, as applicable, and the Directing Certificateholder shall reasonably agree, regarding the performance and servicing of the Mortgage Loans and/of REO Properties for which the Servicer or the Special Servicer, as the case may be, is responsible (orresponsible. As a condition to such disclosure, the Directing Certificateholder shall execute a confidentiality agreement substantially in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except form attached hereto as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.Exhibit M.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2005-2)

Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, any Serviced Non-Trust Mortgage Loan Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, any Certificate Owner (identified as such and to the reasonable satisfaction each Holder of the Master Servicer or the Special Servicer, as the case may be) or any Serviced a Non-Trust Mortgage Loan NoteholderRegistered Certificate, access to any records documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limitedLoan) and, in the case of any Serviced Non-Trust a Mortgage Loan Noteholder or any regulatory authority seeking such access in respect that is a portion of a Serviced Non-Trust Mortgage Loan NoteholderWhole Loan, to records relating to the related Serviced Non-Companion Loan, and the Trust Mortgage Loan), except to the extent it is prohibited from doing so Fund within its control which may be required by applicable law law. At the election of the Master Servicer, the Special Servicer or contract the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the extent such information is subject to a privilege under applicable law to be asserted Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders or Certificateholders, as applicable) of a sum sufficient to cover the Serviced Nonreasonable out-Trust Mortgage Loan Noteholdersof-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) 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. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, a Serviced Non-Trust Mortgage Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may require payment from such Certificateholder, a Certificate Owner or a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any Certificateholder, or any Certificate Owner Certificateholder identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate OwnerCertificateholder) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under the Trust. (b) No less often than The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC ▇▇▇▇▇ filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format: (i) The following documents, which will initially be made available under a tab or heading designated “deal documents”: (A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered 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 and any amendments and exhibits hereto; and (C) the CREFC Loan Setup File provided by the Master Servicer to the Certificate Administrator; (ii) the following documents, which will initially be made available under a tab or heading designated “SEC ▇▇▇▇▇ filings”; (A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the ▇▇▇▇▇ system; (iii) The following documents, which will initially be made available under a monthly basistab or heading designated “periodic reports”: (A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02; (B) the CREFC Loan Periodic Update File, upon reasonable prior notice and during normal business hoursthe CREFC Bond Level File, the CREFC Collateral Summary File, the CREFC Property File, each of the Master Servicer “surveillance reports” identified as such in the definition of “CREFC Investor Reporting Package” (including, without limitation, the CREFC Operating Statement Analysis Report and the Special Servicer shallCREFC NOI Adjustment Worksheets), without charge, make a knowledgeable Servicing Officer available to answer questions (if and the CREFC Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and (C) all Senior Trust Advisor Annual Reports; (iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”: (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d); (B) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21; (v) The following documents, which will initially be made available under a tab or heading designated “special notices”: (A) any notice with respect to a release pursuant to Section 3.09(d); (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h); (C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(j); (D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special ServicerServicer delivered pursuant to Section 7.01; (E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g); (F) any notice of resignation of the Trustee or the Certificate Administrator, as and any notice of the case may be, is responsible acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (G) any Officer’s Certificate supporting any determination that any Advance was (or, in if made, would be) a Nonrecoverable Advance; (H) any notice of resignation or termination of the case Master Servicer or Special Servicer pursuant to Section 7.03; (I) any notice of termination pursuant to Section 9.01; (J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31; (K) any notice of recommendation of termination of the Special Servicer, would be responsible upon Servicer by the occurrence Senior Trust Advisor; (L) any assessments of a Servicing Transfer Eventcompliance delivered to the Certificate Administrator; and (M) for any attestation reports delivered to the servicing thereof) from the following parties: Certificate Administrator; (ivi) the Controlling Class Representative regarding “Investor Q&A Forum” pursuant to Section 4.08(a); and (vii) solely to Certificateholders and Certificate Owners, the performance “Investor Registry” pursuant to Section 4.08(b). The Certificate Administrator shall post on the Certificate Administrator’s Website the items and servicing of reports identified in clauses (iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans and/or available through its Internet website. The Certificate Administrator makes no representations or warranties as to the REO Properties; accuracy or completeness of any report, document or other information made available on its Internet website and (ii) assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the related Serviced Loan Combination Controlling Party regarding Certificate Administrator. In addition, the performance and servicing of each Serviced Loan Combination and/or Certificate Administrator may disclaim responsibility for any related REO Propertyinformation distributed by it for which it is not the original source. Except as provided in the following sentence, in In connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally access to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential Certificate Administrator’s Website (other than with respect to communications access provided to the general public in accordance with Section 3.15(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. (c) The 17g-5 Information Provider shall make available solely to the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at ▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, specifically with a subject reference of “JPMBB 2013-C12” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail 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 notices of waivers under Section 3.08(d); (ii) any Asset Status Report delivered by the Special Servicer under Section 3.21(d); (iii) any notice of final payment on the Certificates; (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e); (v) any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21; (vi) any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.01; (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.02; (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.30(a); (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation; (x) any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30(a); (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08; (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance; (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01; (xiv) any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09; (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix); (xvi) any Senior Trust Advisor Annual Report pursuant to Section 3.31; (xvii) any summary of oral communication with the Controlling ClassRating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.15(c) 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 related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.15(f); (xviii) any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.19(c), Section 3.19(d), Section 3.20(h); Section 11.09 or Section 11.10; and (xix) any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 12.10. 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 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day. 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 case event that any information is delivered or posted in error, each of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of Certificate Administrator and the Class T Certificates, 17g-5 Information Provider may remove such entity information 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 agreed obtained actual knowledge of any information merely by posting such information to keep all non-public the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information received was not produced by it the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall the form of Exhibit P-2 hereto (which certification may be deemed to have made such agreement without delivery of submitted electronically via the Controlling Class Representative Confirmation.17g-5 I

Appears in 1 contract

Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12)