Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 9 contracts
Sources: Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc), Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650MB12, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans and Serviced Loan Combinations, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 8 contracts
Sources: Pooling and Servicing Agreement (Benchmark 2019-B13 Mortgage Trust), Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2019-C17), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2019-Gc42)
Intent of the Parties; Reasonableness. The parties hereto Issuer and the Owner Trust Administrator acknowledge and agree that the purpose of Article 13 Section 22 of this Agreement is, among other things, is to facilitate compliance by any Other Depositor the Issuer with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, Neither the Depositor Issuer nor the Owner Trust Administrator shall not, and no Other Depositor may, exercise its rights right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The parties hereto acknowledge Owner Trust Administrator acknowledges that interpretations of the requirements of Regulation AB may change over time time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree agrees to comply with reasonable requests made by the DepositorIndenture Trustee, the Servicer or any Other Depositor, other party to the Basic Documents in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with therewith, the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, and any Companion Loan Securities, each of the parties to this Agreement Owner Trust Administrator shall cooperate fully with the Depositor, the Certificate Owner Trust Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, on behalf of the Issuer to deliver to the Depositor or Other DepositorOwner Trust Administrator, as applicable on behalf of the Issuer (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Owner Trust Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicableon behalf of the Issuer, to permit any Other Depositor the Owner Trust Administrator, on behalf of the Issuer, to comply with the provisions of Regulation AB. The Issuer (including any of its assignees or designees) shall cooperate with the Owner Trust Administrator by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, together with such disclosures relating to in the ServicerOwner Trust Administrator’s, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing on behalf of the Mortgage LoanIssuer, reasonably believed by the Depositor or any Other Depositor, as applicablereasonable judgment, to be necessary in order to effect such compliancecomply with Regulation AB.
Appears in 8 contracts
Sources: Owner Trust Administration Agreement (BMW Fs Securities LLC), Owner Trust Administration Agreement (BMW Fs Securities LLC), Owner Trust Administration Agreement (BMW Fs Securities LLC)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Citigroup Commercial Mortgage TrustTrust 2019-C7, Commercial Mortgage Pass-Through Certificates, Series 2019-650MC7, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans and Serviced Loan Combinations, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 8 contracts
Sources: Pooling and Servicing Agreement (Bank 2020-Bnk26), Pooling and Servicing Agreement (Benchmark 2020-B16 Mortgage Trust), Pooling and Servicing Agreement (Bank 2019-Bnk24)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial CD 2017-CD3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192017-650MCD3, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C1), Pooling and Servicing Agreement (CD 2017-Cd4 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-P7)
Intent of the Parties; Reasonableness. The Except with respect to Section 11.09, Section 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor Depositor) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9The Depositor, the Depositor shall notCertificate Administrator, and no the Trustee, any Other Depositor may, and any Other Trustee shall exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or and shall not exercise any such rights for purposes other than compliance with the ▇▇▇▇-▇▇▇▇▇ Act, the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee) or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, this transaction and any Companion Loan SecuritiesOther Securitization subject to Regulation AB, the Exchange Act or the Securities Act, subject to the preceding sentence, each of the parties to this Agreement shall cooperate (and, in the case of either Master Servicer or Special Servicer, shall cause any Sub-Servicer engaged by it (or, if such Sub-Servicer is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Sub-Servicer) to cooperate) fully with the Depositor, Depositor and the Certificate Administrator, Administrator and any Other Depositor and or Other Trustee of any Other Securitization subject to Regulation AB, the Exchange Act Reporting Partyor the Securities Act that includes a Serviced Pari Passu Companion Loan, as applicable, to deliver (or notify and make available) to the Depositor or the Certificate Administrator or any such Other Depositor, as applicable Depositor or Other Trustee (including any of its their assignees or designees), ) (i) any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Administrator or such Other Depositor or any Other Exchange Act Reporting PartyTrustee, as applicable, to permit the Depositor or any such Other Depositor to comply in a timely manner with the provisions of Regulation AB, the Exchange Act and the Securities Act and (ii) such disclosure relating to the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator, the Trustee, as applicable, or the servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor, the Certificate Administrator or the related Other Depositor or the related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. In addition, with respect to each Servicing Function Participant that is a Designated Sub-Servicer of a party to this Agreement, such party shall use commercially reasonable efforts to cause such Designated Sub-Servicer to deliver or make available to the Depositor or the Certificate Administrator and any such Other Depositor or Other Trustee, as applicable, (including any of their assignees or designees)
(i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator or any such Other Depositor or Other Trustee to permit the Depositor or any such Other Depositor to comply with the provisions of Regulation AB, together with the Exchange Act and the Securities Act and (ii) such disclosures disclosure relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, Servicing Function Participant or the servicing Servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor or any the Certificate Administrator or the related Other DepositorDepositor or related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C22), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc26)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Benchmark 2025-V13 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192025-650MV13, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Back-Up Advancing Agent, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans and Serviced Whole Loans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (BMO 2025-5c10 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2025-V14 Mortgage Trust), Pooling and Servicing Agreement (BMO 2025-5c9 Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Mortgage TrustBXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 20192021-650M601L, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver or make available to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow each Other Depositor to satisfy any related filing requirements. For purposes of this Article 13, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 7 contracts
Sources: Trust and Servicing Agreement (Benchmark 2022-B35 Mortgage Trust), Trust and Servicing Agreement (Bank 2022-Bnk41), Trust and Servicing Agreement (Benchmark 2022-B34 Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Citigroup Commercial Mortgage TrustTrust 2017-P7, Commercial Mortgage Pass-Through Certificates, Series 20192017-650MP7, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-P8), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs6), Pooling and Servicing Agreement (CD 2017-Cd4 Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192020-650MVIVA, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 7 contracts
Sources: Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2021-C9), Trust and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Citigroup Commercial Mortgage TrustTrust 2016-P3, Commercial Mortgage Pass-Through Certificates, Series 20192016-650MP3, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-C34), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650MB15, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans and Serviced Loan Combinations, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (Benchmark 2019-B14 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Pooling and Servicing Agreement (Benchmark 2019-B15 Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Benchmark 2022-B35 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192022-650MB35, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans and Serviced Loan Combinations, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (BMO 2022-C3 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C2 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2022-Gc48)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial BBCMS Mortgage TrustTrust 2025-C35, Commercial Mortgage Pass-Through Certificates, Series 20192025-650MC35, and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan SecuritiesLoan, each of the parties to this Agreement Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting PartyDepositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any such Other Exchange Act Reporting PartyDepositor, as applicable, to permit any the Depositor or such Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or any the related Other Depositor, as applicable, Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (Benchmark 2025-B41 Mortgage Trust), Pooling and Servicing Agreement (BMO 2025-C11 Mortgage Trust), Pooling and Servicing Agreement (Bank 2025-Bnk49)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Citigroup Commercial Mortgage TrustTrust 2020-GC46, Commercial Mortgage Pass-Through Certificates, Series 20192020-650MGC46, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans and Serviced Loan Combinations, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2020-Gsa2), Pooling and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust), Pooling and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192022-650MC1, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans and Serviced Loan Combinations, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (BMO 2022-C3 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C2 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2022-Gc48)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Citigroup Commercial Mortgage TrustTrust 2015-GC29, Commercial Mortgage Pass-Through Certificates, Series 20192015-650MGC29, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2015-Gc32), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc29)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Citigroup Commercial Mortgage TrustTrust 2016-GC36, Commercial Mortgage Pass-Through Certificates, Series 20192016-650MGC36, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-C1), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)
Intent of the Parties; Reasonableness. The parties hereto Purchaser and the Seller acknowledge and agree that the purpose of Article 13 Subsections 12.02 through 12.06 of this Agreement isor Sections 11.24, among other things, 11.32 or 11.33 of the Servicing Addendum to this Agreement is to facilitate compliance by the Purchaser and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, Neither the Purchaser nor any Depositor shall not, and no Other Depositor may, exercise its rights right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Actrules and regulations of the Commission thereunder. The parties hereto acknowledge Seller acknowledges that interpretations of the requirements of Regulation AB may change over time time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree agrees to comply with reasonable requests made by the DepositorPurchaser, any Master Servicer or any Other Depositor, Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, and any Companion Loan Securities, each of the parties to this Agreement Seller shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor Purchaser and any Other Exchange Act Reporting Party, as applicable, Master Servicer to deliver to the Depositor or Other Depositor, as applicable Purchaser (including any of its assignees or designees), any Master Servicer and any Depositor, any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the DepositorPurchaser, the Certificate Administrator, any Other Depositor Master Servicer or any Other Exchange Act Reporting Party, as applicable, Depositor to permit any Other the Purchaser, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the ServicerSeller, the Special Servicerany Subservicer, the Certificate Administrator, the Custodian any Third-Party Originator and the Trustee, as applicable, and any Sub-ServicerMortgage Loans, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor Purchaser or any Other Depositor, as applicable, Depositor to be necessary in order to effect such compliance.
Appears in 6 contracts
Sources: Assignment, Assumption and Recognition Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Af1), Assignment, Assumption and Recognition Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-A1), Assignment, Assumption and Recognition Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-A4)
Intent of the Parties; Reasonableness. (a) The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192015-650MC3, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, Depositor or the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2015-Ubs8), Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Benchmark 2018-B6 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192018-650MB6, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (Benchmark 2018-B8 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2018-B7 Mortgage Trust), Pooling and Servicing Agreement (DBGS 2018-C1 Mortgage Trust)
Intent of the Parties; Reasonableness. The Except with respect to Section 11.09, Section 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Pari Passu Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9The Depositor, the Depositor Certificate Administrator and the Trustee shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or and shall not exercise any such rights for purposes other than compliance with the ▇▇▇▇-▇▇▇▇▇ Act, the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, including guidance provided to the Depositor or other issuers through comments by the SEC on any Exchange Act filings or other filings, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee of any Other Securitization that includes a Serviced Pari Passu Companion Loan) or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, this transaction and any Other Securitization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan SecuritiesLoan, subject to the preceding sentence, each of the parties to this Agreement shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, Administrator and any Other Depositor and or Other Trustee of any Other Exchange Act Reporting PartySecuritization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan, as applicable, to deliver or make available to the Depositor or Other Depositor, as applicable the Certificate Administrator (including any of its their assignees or designees), or
(i) any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Administrator or such Other Depositor or any Other Exchange Act Reporting PartyTrustee, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with AB and (ii) such disclosures disclosure relating to the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor, the Certificate Administrator or the related Other Depositor or any the related Other DepositorTrustee, as applicable, in good faith to be necessary in order to effect such compliance. In addition, with respect to each Servicing Function Participant that is a Designated Sub-Servicer of a party to this Agreement, such party shall use commercially reasonable efforts to cause such Designated Sub-Servicer to deliver or make available to the Depositor or the Certificate Administrator and any such Other Depositor or Other Trustee, as applicable, (including any of their assignees or designees)
(i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator to permit the Depositor to comply with the provisions of Regulation AB and (ii) such disclosure relating to the Servicing Function Participant or the Servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-Lc14)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Citigroup Commercial Mortgage TrustTrust 2019-GC41, Commercial Mortgage Pass-Through Certificates, Series 2019-650MGC41, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (COMM 2019-Gc44 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-Gc43), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2019-Gc42)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Citigroup Commercial Mortgage TrustTrust 2017-P8, Commercial Mortgage Pass-Through Certificates, Series 20192017-650MP8, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (CD 2017-Cd6 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-C4), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34)
Intent of the Parties; Reasonableness. The Except with respect to Section 11.09, Section 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor Depositor) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9The Depositor, the Depositor shall notCertificate Administrator, and no the Trustee, any Other Depositor may, and any Other Trustee shall exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or and shall not exercise any such rights for purposes other than compliance with the ▇▇▇▇-▇▇▇▇▇ Act, the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee) or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable with
(including any of its assignees or designees), i) any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, Depositor or the Certificate Administrator, Administrator or any such Other Depositor or any Other Exchange Act Reporting Party, as applicable, Trustee to permit the Depositor or any such Other Depositor to comply with the provisions of Regulation AB, together with the Exchange Act and the Securities Act and (ii) such disclosures disclosure relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, Servicing Function Participant or the servicing Servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor or any the Certificate Administrator or the related Other DepositorDepositor or related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (COMM 2015-Lc19 Mortgage Trust), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20)
Intent of the Parties; Reasonableness. The Except with respect to Section 11.09, Section 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor Depositor) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9The Depositor, the Depositor shall notCertificate Administrator, and no the Trustee, any Other Depositor may, and any Other Trustee shall exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or and shall not exercise any such rights for purposes other than compliance with the D▇▇▇-▇▇▇▇▇ Act, the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee) or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, this transaction and any Companion Loan SecuritiesOther Securitization subject to Regulation AB, the Exchange Act or the Securities Act, subject to the preceding sentence, each of the parties to this Agreement shall cooperate (and, in the case of the Master Servicer or Special Servicer, shall cause any Sub-Servicer engaged by it (or, if such Sub-Servicer is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Sub-Servicer) to cooperate) fully with the Depositor, Depositor and the Certificate Administrator, Administrator and any Other Depositor and or Other Trustee of any Other Securitization subject to Regulation AB, the Exchange Act Reporting Partyor the Securities Act, as applicable, to deliver (or notify and make available) to the Depositor or the Certificate Administrator or any such Other Depositor, as applicable Depositor or Other Trustee (including any of its their assignees or designees), ) (i) any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Administrator or such Other Depositor or any Other Exchange Act Reporting PartyTrustee, as applicable, to permit the Depositor or any such Other Depositor to comply in a timely manner with the provisions of Regulation AB, the Exchange Act and the Securities Act and (ii) such disclosure relating to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, as applicable, or the servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor, the Certificate Administrator or the related Other Depositor or the related Other Trustee, as applicable, in good
(i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator or any such Other Depositor or Other Trustee to permit the Depositor or any such Other Depositor to comply with the provisions of Regulation AB, together with the Exchange Act and the Securities Act and (ii) such disclosures disclosure relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, Servicing Function Participant or the servicing Servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor or any the Certificate Administrator or the related Other DepositorDepositor or related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C28), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs1)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Citigroup Commercial Mortgage TrustTrust 2016-C2, Commercial Mortgage Pass-Through Certificates, Series 20192016-650MC2, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Pooling and Servicing Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial Mortgage TrustBANK 2025-BNK50, Commercial Mortgage Pass-Through Certificates, Series 20192025-650MBNK50, and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan SecuritiesLoan, each of applicable Master Servicer, each applicable Special Servicer, the parties to this Agreement Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting PartyDepositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any such Other Exchange Act Reporting PartyDepositor, as applicable, to permit any the Depositor or such Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the each applicable Master Servicer, the each applicable Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or any the related Other Depositor, as applicable, Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35), Pooling and Servicing Agreement (BBCMS Mortgage Trust 2025-C35), Pooling and Servicing Agreement (Bank 2025-Bnk50)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 11 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7Section 11.7, 13.8 Section 11.8 and 13.9Section 11.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Mortgage TrustBWAY Trust 2025-1535, Commercial Mortgage Pass-Through Certificates, Series 20192025-650M1535, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Whole Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
Appears in 4 contracts
Sources: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c5), Trust and Servicing Agreement (BMO 2025-5c11 Mortgage Trust), Trust and Servicing Agreement (Benchmark 2025-V15 Mortgage Trust)
Intent of the Parties; Reasonableness. (a) The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD CSAIL 2015-C1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192015-650MC1, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, Depositor or the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C2 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C1 Commercial Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Benchmark 2020-B19 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192020-650MB19, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans and Serviced Loan Combinations, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2020-Gsa2), Pooling and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2020-B20 Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Companion Loan Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Companion Loan Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Companion Loan Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Natixis Commercial Mortgage TrustSecurities Trust 2019-10K, Commercial Mortgage Pass-Through Certificates, Series 2019-650M10K, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Companion Loan Depositor and any Other Companion Loan Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Companion Loan Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Companion Loan Depositor or any Other Companion Loan Exchange Act Reporting Party, as applicable, to permit any Other Companion Loan Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Whole Loan, reasonably believed by the Depositor or any Other Companion Loan Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
Appears in 4 contracts
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2019-C17), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C4)
Intent of the Parties; Reasonableness. The Except with respect to Section 11.09, Section 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor Depositor) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9The Depositor, the Depositor shall notCertificate Administrator, and no the Trustee, any Other Depositor may, and any Other Trustee shall exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or and shall not exercise any such rights for purposes other than compliance with the D▇▇▇-▇▇▇▇▇ Act, the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee) or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, this transaction and any Companion Loan SecuritiesOther Securitization subject to Regulation AB, the Exchange Act or the Securities Act, subject to the preceding sentence, each of the parties to this Agreement shall cooperate (and, in the case of either Master Servicer or Special Servicer, shall cause any Sub-Servicer engaged by it (or, if such Sub-Servicer is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Sub-Servicer) to cooperate) fully with the Depositor, Depositor and the Certificate Administrator, Administrator and any Other Depositor and or Other Trustee of any Other Securitization subject to Regulation AB, the Exchange Act Reporting Partyor the Securities Act that includes a Serviced Pari Passu Companion Loan, as applicable, to deliver (or notify and make available) to the Depositor or the Certificate Administrator or any such Other Depositor, as applicable Depositor or Other Trustee (including any of its their assignees or designees), ) (i) any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Administrator or such Other Depositor or any Other Exchange Act Reporting PartyTrustee, as applicable, to permit the Depositor or any such Other Depositor to comply in a timely manner with the provisions of Regulation AB, the Exchange Act and the Securities Act and (ii) such disclosure relating to the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator, the Trustee, as applicable, or the servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor, the Certificate Administrator or the related Other Depositor or the related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. In addition, with respect to each Servicing Function Participant that is a Designated Sub-Servicer of a party to this Agreement,
(i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator or any such Other Depositor or Other Trustee to permit the Depositor or any such Other Depositor to comply with the provisions of Regulation AB, together with the Exchange Act and the Securities Act and (ii) such disclosures disclosure relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, Servicing Function Participant or the servicing Servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor or any the Certificate Administrator or the related Other DepositorDepositor or related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C26), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Benchmark 2021-B23 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192021-650MB23, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans and Serviced Loan Combinations, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Benchmark 2021-B26 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 11 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7Section 11.7, 13.8 Section 11.8 and 13.9Section 11.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Mortgage TrustCSMC 2020-WEST, Commercial Mortgage Pass-Through Certificates, Series 20192020-650MWEST, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
Appears in 4 contracts
Sources: Trust and Servicing Agreement (3650R 2021-Pf1 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD WHARF Commercial Mortgage TrustTrust 2025-DC, Commercial Mortgage Pass-Through Certificates, Series 20192025-650MDC, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver or make available to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow each Other Depositor to satisfy any related filing requirements. For purposes of this Article 13, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 4 contracts
Sources: Trust and Servicing Agreement (Bank5 2025-5yr16), Trust and Servicing Agreement (Benchmark 2025-V16 Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c5)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial Mortgage TrustBANK 2025-BNK49, Commercial Mortgage Pass-Through Certificates, Series 20192025-650MBNK49, and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan SecuritiesLoan, each of the parties to this Agreement Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting PartyDepositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any such Other Exchange Act Reporting PartyDepositor, as applicable, to permit any the Depositor or such Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or any the related Other Depositor, as applicable, Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 4 contracts
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)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial Mortgage TrustBANK5 2025-5YR14, Commercial Mortgage Pass-Through Certificates, Series 20192025-650M5YR14, and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan SecuritiesLoan, each of the parties to this Agreement Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting PartyDepositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any such Other Exchange Act Reporting PartyDepositor, as applicable, to permit any the Depositor or such Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or any the related Other Depositor, as applicable, Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 3 contracts
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)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Citigroup Commercial Mortgage TrustTrust 2015-P1, Commercial Mortgage Pass-Through Certificates, Series 20192015-650MP1, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-P1)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Companion Loan Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Companion Loan Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Companion Loan Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial BBCMS 2016-ETC Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192016-650METC, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Companion Loan Depositor and any Other Companion Loan Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Companion Loan Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Companion Loan Depositor or any Other Companion Loan Exchange Act Reporting Party, as applicable, to permit any Other Companion Loan Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Companion Loan Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
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)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, or other Exchange Act Reporting Party, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD BAMLL Commercial Mortgage TrustSecurities Trust 2016-ISQR, Commercial Mortgage Pass-Through Certificates, Series 20192016-650MISQR, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor or other Exchange Act Reporting Party to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
Appears in 3 contracts
Sources: Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD ILPT Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192022-650MLPFX, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 3 contracts
Sources: Trust and Servicing Agreement (Bank 2022-Bnk41), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2022-C62), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial GS Mortgage TrustSecurities Trust 2014-GC18, Commercial Mortgage Pass-Through Certificates, Series 20192014-650MGC18, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, Depositor or the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc19), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc18), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc18)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by any Other the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD JPMBB Commercial Mortgage TrustSecurities Trust 2014-C19, Commercial Mortgage Pass-Through Certificates, Series 20192014-650M, and any Companion Loan SecuritiesC19, each of the parties to this Agreement Master Servicer, the Special Servicer, the Senior Trust Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver or make available to the Depositor or Other Depositor, as applicable the Certificate Administrator (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorSenior Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 3 contracts
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)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial GS Mortgage TrustSecurities Trust 2014-GC22, Commercial Mortgage Pass-Through Certificates, Series 20192014-650MGC22, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, Depositor or the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2017-H1), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc23), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc22)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Mortgage TrustBX Trust 2025-LIFE, Commercial Mortgage Pass-Through Certificates, Series 20192025-650MLIFE, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Whole Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
Appears in 3 contracts
Sources: Trust and Servicing Agreement (Benchmark 2025-B41 Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35), Trust and Servicing Agreement (BBCMS Mortgage Trust 2025-C35)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Benchmark 2021-B27 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192021-650MB27, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans and Serviced Loan Combinations, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Benchmark 2021-B28 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2020-B17 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2021-B27 Mortgage Trust)
Intent of the Parties; Reasonableness. The Except with respect to Section 11.09, Section 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor Depositor) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9The Depositor, the Depositor shall notCertificate Administrator, and no the Trustee, any Other Depositor may, and any Other Trustee shall exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or and shall not exercise any such rights for purposes other than compliance with the D▇▇▇-▇▇▇▇▇ Act, the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, staff and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee) or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, this transaction and any Companion Loan SecuritiesOther Securitization subject to Regulation AB, the Exchange Act or the Securities Act, subject to the preceding sentence, each of the parties to this Agreement shall cooperate (and, in the case of either Master Servicer or Special Servicer, shall cause any Sub-Servicer engaged by it (or, if such Sub-Servicer is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Sub-Servicer) to cooperate) fully with the Depositor, Depositor and the Certificate Administrator, Administrator and any Other Depositor and or Other Trustee of any Other Securitization subject to Regulation AB, the Exchange Act Reporting Partyor the Securities Act, as applicable, to deliver (or notify and make available) to the Depositor or the Certificate Administrator or any such Other Depositor, as applicable Depositor or Other Trustee (including any of its their assignees or designees), ) (i) any and all
(i) any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, Depositor or the Certificate Administrator, Administrator or any such Other Depositor or any Other Exchange Act Reporting Party, as applicable, Trustee to permit the Depositor or any such Other Depositor to comply with the provisions of Regulation AB, together with the Exchange Act and the Securities Act and (ii) such disclosures disclosure relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, Servicing Function Participant or the servicing Servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor or any the Certificate Administrator or the related Other DepositorDepositor or related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23)
Intent of the Parties; Reasonableness. The Except with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that the purpose of this Article 13 of this Agreement is, among other things, XIII is to facilitate compliance by any Other the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, Neither the Depositor nor the Certificate Administrator shall not, and no Other Depositor may, exercise its rights right to request delivery of information or other performance under these provisions other than in reasonable good faith, or (except with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, whether due to interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made by the Depositor, Depositor or any Other Depositor, the Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2014-Through Certificates, Series 2019-650M, and any Companion Loan SecuritiesC14 transaction, each of the parties to this Agreement shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver or make available to the Depositor or Other Depositorthe Certificate Administrator, as applicable (including any of its their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, Depositor or the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with such disclosures disclosure relating to the Master Servicer, the Special Servicer, the Certificate AdministratorTrust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositorthe Certificate Administrator, as applicable, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisor, the Trustee, the Custodian, any Sub-Servicer or the Special Servicer are responsible for filing any Exchange Act report with the Commission on behalf of the Trust. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XIII, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial BBCMS Mortgage TrustTrust 2025-5C36, Commercial Mortgage Pass-Through Certificates, Series 20192025-650M5C36, and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan SecuritiesLoan, each of the parties to this Agreement Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting PartyDepositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any such Other Exchange Act Reporting PartyDepositor, as applicable, to permit any the Depositor or such Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or any the related Other Depositor, as applicable, Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent that any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Bank5 2025-5yr16), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c5), Pooling and Servicing Agreement (BBCMS Mortgage Trust 2025-5c36)
Intent of the Parties; Reasonableness. The Except with respect to Section 11.08, Section 11.11, Section 11.13, Section 11.14, Section 11.15, Section 11.16 and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9None of the Depositor, the Depositor Certificate Administrator or the Trustee shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other DepositorDepositor or Other Trustee of any Other Securitization that includes a Companion Loan), the Certificate Administrator or the Trustee in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, this transaction and any Other Securitization subject to Regulation AB that includes a Companion Loan SecuritiesLoan, subject to the preceding sentence, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor the Trustee and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable Other
(including any of its assignees or designees), i) any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, Depositor or the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, Administrator to permit any Other the Depositor to comply with the provisions of Regulation AB, together with AB and (ii) such disclosures disclosure relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, Servicing Function Participant or the servicing Servicing of the Mortgage LoanLoans, in each case reasonably believed by the Depositor or any Other Depositor, as applicable, the Certificate Administrator in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C7), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C7)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial BMO 2024-C10 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192024-650MC10, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Back-Up Advancing Agent, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans and Serviced Whole Loans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (BMO 2023-C7 Mortgage Trust), Pooling and Servicing Agreement (BBCMS Mortgage Trust 2024-C30), Pooling and Servicing Agreement (BMO 2024-C10 Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650MB9, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Benchmark 2019-B10 Mortgage Trust), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2019-Gc38), Pooling and Servicing Agreement (Benchmark 2019-B9 Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by any Other the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD JPMBB Commercial Mortgage TrustSecurities Trust 2014-C18, Commercial Mortgage Pass-Through Certificates, Series 20192014-650M, and any Companion Loan SecuritiesC18, each of the parties to this Agreement Master Servicer, the Special Servicer, the Senior Trust Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver or make available to the Depositor or Other Depositor, as applicable the Certificate Administrator (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorSenior Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 3 contracts
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)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD BX Commercial Mortgage TrustTrust 2024-BIO2, Commercial Mortgage Pass-Through Certificates, Series 20192024-650MBIO2, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 3 contracts
Sources: Trust and Servicing Agreement (Benchmark 2024-V10 Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2024-5c29), Trust and Servicing Agreement (Bank5 2024-5yr9)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 11 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.711.7, 13.8 11.8 and 13.911.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Mortgage TrustCSMC Trust 2015-GLPB, Commercial Mortgage Pass-Through Certificates, Series 20192015-650MGLPB, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Whole Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
Appears in 3 contracts
Sources: Trust and Servicing Agreement (CSAIL 2016-C7 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Ubs9)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial BMO 2023-C5 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192023-650MC5, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans and Serviced Whole Loans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (BMO 2023-C6 Mortgage Trust), Pooling and Servicing Agreement (BBCMS 2023-C20), Pooling and Servicing Agreement (BMO 2023-C4 Mortgage Trust)
Intent of the Parties; Reasonableness. The Except with respect to Section 11.09, Section 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Pari Passu Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9The Depositor, the Depositor Certificate Administrator and the Trustee shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or and shall not exercise any such rights for purposes other than compliance with the ▇▇▇▇-▇▇▇▇▇ Act, the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree including guidance provided to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable
(including any of its assignees or designees), i) any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Administrator or such Other Depositor or any Other Exchange Act Reporting PartyTrustee, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with AB and (ii) such disclosures disclosure relating to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (or, if applicable, a related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor, the Certificate Administrator or the related Other Depositor or any the related Other DepositorTrustee, as applicable, in good faith to be necessary in order to effect such compliance. In addition, with respect to each Servicing Function Participant that is a Designated Sub-Servicer of a party to this Agreement, such party shall use commercially reasonable efforts to cause such Designated Sub-Servicer to deliver or make available to the Depositor or the Certificate Administrator and any such Other Depositor or Other Trustee, as applicable, (including any of their assignees or designees)
(i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator to permit the Depositor to comply with the provisions of Regulation AB and (ii) such disclosure relating to the Servicing Function Participant or the Servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (RBS Commercial Funding Inc.)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD BWAY Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192022-650M26BW, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2022-C15), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)
Intent of the Parties; Reasonableness. The Except with respect to Section 11.09, Section 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Pari Passu Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9None of the Depositor, the Depositor Certificate Administrator or the Trustee shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee of any Other Securitization that includes a Serviced Pari Passu Companion Loan) or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, this transaction and any Other Securitization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan SecuritiesLoan, subject to the preceding sentence, each of the parties to this Agreement shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor Administrator and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable Other
(including any of its assignees or designees), i) any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Administrator or such Other Depositor or any Other Exchange Act Reporting PartyTrustee, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with AB and (ii) such disclosures disclosure relating to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor, the Certificate Administrator or the related Other Depositor or any the related Other DepositorTrustee, as applicable, in good faith to be necessary in order to effect such compliance. In addition, with respect to each Servicing Function Participant that is a Designated Sub-Servicer of a party to this Agreement, such party shall use commercially reasonable efforts to cause such Designated Sub-Servicer to deliver or make available to the Depositor or the Certificate Administrator and any such Other Depositor or Other Trustee, as applicable, (including any of their assignees or designees)
(i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator to permit the Depositor to comply with the provisions of Regulation AB and (ii) such disclosure relating to the Servicing Function Participant or the Servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan, in each case reasonably believed by the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Citigroup Commercial Mortgage TrustTrust 2014-GC19, Commercial Mortgage Pass-Through Certificates, Series 20192014-650M, and any Companion Loan SecuritiesGC19, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc22), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc19)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by any Other the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD J.▇. ▇▇▇▇▇▇ Chase Commercial Mortgage TrustSecurities Trust 2012-C6, Commercial Mortgage Pass-Through Certificates, Series 20192012-650M, and any Companion Loan SecuritiesC6, each of the parties to this Agreement Master Servicer, the Special Servicer, the Senior Trust Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver or make available to the Depositor or Other Depositor, as applicable the Certificate Administrator (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorSenior Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
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)
Intent of the Parties; Reasonableness. The Except with respect to Section 11.09, Section 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Pari Passu Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9The Depositor, the Depositor Certificate Administrator and the Trustee shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or and shall not exercise any such rights for purposes other than compliance with the D▇▇▇-▇▇▇▇▇ Act, the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, including guidance provided to the Depositor or other issuers through comments by the SEC on any Exchange Act filings or other filings, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee of any Other Securitization that includes a Serviced Pari Passu Companion Loan) or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, this transaction and any Other Securitization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan SecuritiesLoan, subject to the preceding sentence, each of the parties to this Agreement shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, Administrator and any Other Depositor and or Other Trustee of any Other Exchange Act Reporting PartySecuritization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan, as applicable, to deliver or make available to the Depositor or Other Depositor, as applicable the Certificate Administrator (including any of its their assignees or designees),
(i) any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Administrator or such Other Depositor or any Other Exchange Act Reporting PartyTrustee, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with AB and (ii) such disclosures disclosure relating to the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor, the Certificate Administrator or the related Other Depositor or any the related Other DepositorTrustee, as applicable, in good faith to be necessary in order to effect such compliance. In addition, with respect to each Servicing Function Participant that is a Designated Sub-Servicer of a party to this Agreement, such party shall use commercially reasonable efforts to cause such Designated Sub-Servicer to deliver or make available to the Depositor or the Certificate Administrator and any such Other Depositor or Other Trustee, as applicable, (including any of their assignees or designees)
(i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator to permit the Depositor to comply with the provisions of Regulation AB and (ii) such disclosure relating to the Servicing Function Participant or the Servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD ILPT Commercial Mortgage TrustTrust 2025-LPF2, Commercial Mortgage Pass-Through Certificates, Series 20192025-650MLPF2, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Benchmark 2025-V16 Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2025-5c36)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by any Other the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission; provided, however, that the reports (or substantially similar reports) required to be delivered pursuant to Section 11.09 and Section 11.11 will continue to be required regardless of any repeal of Regulation AB. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇Sarbanes-▇▇▇▇▇ Oxley Act. The parties hereto acknowledge that interpretations of the requirements interpretatio▇▇ ▇▇ ▇▇▇ ▇▇▇▇irements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Mortgage TrustTrust 20[__]-[_], Commercial Mortgage Pass-Through Certificates, Series 2019-650M, and any Companion Loan Securities20[__]-[_], each of the parties to this Agreement Master Servicer, the Special Servicer and the Trustee shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Partythe Trustee, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Partythe Trustee, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian Servicer and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (CWCapital Commercial Funding Corp.), Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 11 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7Section 11.7, 13.8 Section 11.8 and 13.9Section 11.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Mortgage TrustCSMC Trust 2017-MOON, Commercial Mortgage Pass-Through Certificates, Series 20192017-650MMOON, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Whole Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C39)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 11 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7Section 11.7, 13.8 11.8 and 13.911.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial GS Mortgage TrustSecurities Corporation Trust 2016-RENT, Commercial Mortgage Pass-Through Certificates, Series 20192016-650MRENT, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Whole Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (GS Mortgage Securities Trust 2016-Gs3), Trust and Servicing Agreement (Gs Mortgage Securities Corp Ii)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 11 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.711.7, 13.8 11.8 and 13.911.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Mortgage TrustVNDO Trust 2016-350P, Commercial Mortgage Pass-Through Certificates, Series 20192016-650M350P, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Whole Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Trust and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs5)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Citigroup Commercial Mortgage TrustTrust 2015-GC27, Commercial Mortgage Pass-Through Certificates, Series 20192015-650MGC27, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc27)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial BBCMS Mortgage TrustTrust 2025-5C34, Commercial Mortgage Pass-Through Certificates, Series 20192025-650M5C34, and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan SecuritiesLoan, each of the parties to this Agreement Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting PartyDepositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any such Other Exchange Act Reporting PartyDepositor, as applicable, to permit any the Depositor or such Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or any the related Other Depositor, as applicable, Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Benchmark 2025-V16 Mortgage Trust), Pooling and Servicing Agreement (BBCMS Mortgage Trust 2025-5c34)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by any Other the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD JPMBB Commercial Mortgage TrustSecurities Trust 2014-C23, Commercial Mortgage Pass-Through Certificates, Series 20192014-650M, and any Companion Loan SecuritiesC23, each of the parties to this Agreement Master Servicer, the Special Servicer, the Senior Trust Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver or make available to the Depositor or Other Depositor, as applicable the Certificate Administrator (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorSenior Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans (and the Trust Companion Loans, if applicable), reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by any Other the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission; provided, however, that the reports (or substantially similar reports) required to be delivered pursuant to Section 10.08 and Section 10.10 of this Agreement will continue to be required regardless of any amendment to this Agreement. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD RBS Commercial Mortgage TrustSecurities Trust [______], Commercial Mortgage Pass-Through Certificates, Series 2019-650M, and any Companion Loan Securities[________], each of the parties to this Agreement shall cooperate fully with the Depositor[, the Certificate Administrator, any Other Depositor ] and any Other Exchange Act Reporting Partythe Trustee, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor[, the Certificate Administrator, any Other Depositor ] or any Other Exchange Act Reporting Partythe Trustee, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Trust Advisor[, the Certificate Administrator, the Custodian ] and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (RBS Commercial Funding Inc.), Pooling and Servicing Agreement (RBS Commercial Funding Inc.)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD NY Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192025-650M299P, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Bank 2025-Bnk49), Trust and Servicing Agreement (BMO 2025-C11 Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Senior Companion Loan Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Senior Companion Loan Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Senior Companion Loan Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Natixis Commercial Mortgage TrustSecurities Trust 2019-NEMA, Commercial Mortgage Pass-Through Certificates, Series 2019-650MNEMA, and any Senior Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Senior Companion Loan Depositor and any Other Senior Companion Loan Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Senior Companion Loan Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Senior Companion Loan Depositor or any Other Senior Companion Loan Exchange Act Reporting Party, as applicable, to permit any Other Senior Companion Loan Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Whole Loan, reasonably believed by the Depositor or any Other Senior Companion Loan Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C3)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial GS Mortgage TrustSecurities Trust 2014-GC20, Commercial Mortgage Pass-Through Certificates, Series 20192014-650MGC20, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, Depositor or the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc21), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc20)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by any Other the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD JPMBB Commercial Mortgage TrustSecurities Trust 2014-C21, Commercial Mortgage Pass-Through Certificates, Series 20192014-650M, and any Companion Loan SecuritiesC21, each of the parties to this Agreement Master Servicer, the Special Servicer, the Senior Trust Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver or make available to the Depositor or Other Depositor, as applicable the Certificate Administrator (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorSenior Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Companion Loan Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Companion Loan Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Companion Loan Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Mortgage Trust▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Trust 2018-20TS, Commercial Mortgage Pass-Through Certificates, Series 20192018-650M20TS, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Companion Loan Depositor and any Other Companion Loan Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Companion Loan Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Companion Loan Depositor or any Other Companion Loan Exchange Act Reporting Party, as applicable, to permit any Other Companion Loan Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Whole Loan, reasonably believed by the Depositor or any Other Companion Loan Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (CSAIL 2018-C14 Commercial Mortgage Trust), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2018-C12)
Intent of the Parties; Reasonableness. The Except with respect to Section 11.08, Section 11.11, Section 11.13, Section 11.14, Section 11.15, Section 11.16 and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by any Other the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9None of the Depositor, the Depositor Certificate Administrator or the Trustee shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor or any Other Depositor, the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with this transaction, subject to the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, and any Companion Loan Securitiespreceding sentence, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable Certificate
(including any of its assignees or designees), i) any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, Depositor or the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, Administrator to permit any Other the Depositor to comply with the provisions of Regulation AB, together with AB and (ii) such disclosures disclosure relating to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing Servicing of the Mortgage LoanLoans, in each case reasonably believed by the Depositor or any Other Depositor, as applicable, the Certificate Administrator in good faith to be necessary in order to effect such compliance. In addition, with respect to each Servicing Function Participant that is a Designated Sub-Servicer of a party to this Agreement, such party shall use commercially reasonable efforts to cause such Designated Sub-Servicer to deliver or make available to the Depositor or the Certificate Administrator (including any of their assignees or designees)
(i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator to permit the Depositor to comply with the provisions of Regulation AB and (ii) such disclosure relating to the Servicing Function Participant or the Servicing of the Mortgage Loans, in each case reasonably believed by the Depositor or the Certificate Administrator in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C6), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C6)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by any Other the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD JPMBB Commercial Mortgage TrustSecurities Trust 2013-C17, Commercial Mortgage Pass-Through Certificates, Series 20192013-650M, and any Companion Loan SecuritiesC17, each of the parties to this Agreement Master Servicer, the Special Servicer, the Senior Trust Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver or make available to the Depositor or Other Depositor, as applicable the Certificate Administrator (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorSenior Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C17)
Intent of the Parties; Reasonableness. The Except with respect to Section 11.09, Section 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor Depositor) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9The Depositor, the Depositor shall notCertificate Administrator, and no the Trustee, any Other Depositor may, and any Other Trustee shall exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or and shall not exercise any such rights for purposes other than compliance with the ▇▇▇▇-▇▇▇▇▇ Act, the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, staff and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee) or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, this transaction and any Companion Loan SecuritiesOther Securitization subject to Regulation AB, the Exchange Act or the Securities Act, subject to the preceding sentence, each of the parties to this Agreement shall cooperate (and, in the case of the Master Servicer or Special Servicer, shall cause any Sub-Servicer engaged by it (or, if such Sub-Servicer is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Sub-Servicer) to cooperate) fully with the Depositor, Depositor and the Certificate Administrator, Administrator and any Other Depositor and or Other Trustee of any Other Securitization subject to Regulation AB, the Exchange Act Reporting Partyor the Securities Act, as applicable, to deliver (or notify and make available) to the Depositor or the Certificate Administrator or any such Other Depositor, as applicable Depositor or Other Trustee (including any of its their assignees or designees), ) (i) any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Administrator or such Other Depositor or any Other Exchange Act Reporting PartyTrustee, as applicable, to permit the Depositor or any such Other Depositor to comply in a timely manner with the provisions of Regulation AB, the Exchange Act and the Securities Act and (ii) such disclosure
(i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator or any such Other Depositor or Other Trustee to permit the Depositor or any such Other Depositor to comply with the provisions of Regulation AB, together with the Exchange Act and the Securities Act and (ii) such disclosures disclosure relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, Servicing Function Participant or the servicing Servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor or any the Certificate Administrator or the related Other DepositorDepositor or related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C25)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Citigroup Commercial Mortgage TrustTrust 2012-GC8, Commercial Mortgage Pass-Through Certificates, Series 20192012-650MGC8, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Senior Companion Loan Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Senior Companion Loan Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Senior Companion Loan Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Natixis Commercial Mortgage TrustSecurities Trust 2018-OSS, Commercial Mortgage Pass-Through Certificates, Series 20192018-650MOSS, and any Senior Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Senior Companion Loan Depositor and any Other Senior Companion Loan Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Senior Companion Loan Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Senior Companion Loan Depositor or any Other Senior Companion Loan Exchange Act Reporting Party, as applicable, to permit any Other Senior Companion Loan Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Whole Loan, reasonably believed by the Depositor or any Other Senior Companion Loan Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C7)
Intent of the Parties; Reasonableness. (a) The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192015-650MC2, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, Depositor or the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C2 Commercial Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by any Other the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, Neither the Depositor nor the Master Servicer shall not, and no Other Depositor may, exercise its their rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the S▇▇▇▇▇▇▇-▇▇▇ ▇▇▇▇▇ Actreunder; provided that in all instances the reports and certificates contemplated by Sections 11.09, 11.10 and 11.11 shall be provided to the Rating Agencies as required thereunder; provided, however, the Trustee shall be deemed to have satisfied any delivery requirements to the Rating Agencies thereunder by making such reports and certificates available on its internet website. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor or any Other Depositor, the Master Servicer in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB. In connection with the MAD J.P. Morgan Chase Commercial Mortgage Trust, Commercial Mortgage Securities Trust 2007-LDP11 Comme▇▇▇▇▇ ▇▇▇▇▇age Pass-Through Certificates, Series 20192007-650M, and any Companion Loan SecuritiesLDP11, each of the parties to this Agreement Master Servicer, the Special Servicer and the Trustee shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Partythe Trustee, as applicablethe case may be, to deliver or make available to the Depositor or Other Depositor, as applicable the Trustee (including any of its their assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Partythe Trustee, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian Servicer and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositorthe Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Trustee, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
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)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by any Other the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD JPMBB Commercial Mortgage TrustSecurities Trust 2013-C14, Commercial Mortgage Pass-Through Certificates, Series 20192013-650M, and any Companion Loan SecuritiesC14, each of the parties to this Agreement Master Servicer, the Special Servicer, the Senior Trust Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver or make available to the Depositor or Other Depositor, as applicable the Certificate Administrator (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorSenior Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by any Other the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission; provided, however, that the reports (or substantially similar reports) required to be delivered pursuant to Section 10.08 and Section 10.10 of this Agreement will continue to be required regardless of any amendment to this Agreement. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial GS Mortgage TrustSecurities Trust 2011-GC5, Commercial Mortgage Pass-Through Certificates, Series 20192011-650M, and any Companion Loan SecuritiesGC5, each of the parties to this Agreement shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, Depositor or the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2011-Gc5), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2011-Gc5)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Citigroup Commercial Mortgage TrustTrust 2014-GC25, Commercial Mortgage Pass-Through Certificates, Series 20192014-650MGC25, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc26), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc25)
Intent of the Parties; Reasonableness. The Except with respect to Section 11.09, Section 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Pari Passu Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9None of the Depositor, the Depositor Certificate Administrator or the Trustee shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee of any Other Securitization that includes a Serviced Pari Passu Companion Loan) or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, this transaction and any Other Securitization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan SecuritiesLoan, subject to the preceding sentence, each of the parties to this Agreement shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, Administrator and any Other Depositor and or Other Trustee of any Other Exchange Act Reporting PartySecuritization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan, as applicable, to deliver or make available to the Depositor or Other Depositor, as applicable the Certificate Administrator (including any of its their assignees or designees),
(i) any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Administrator or such Other Depositor or any Other Exchange Act Reporting PartyTrustee, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with AB and (ii) such disclosures disclosure relating to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor, the Certificate Administrator or the related Other Depositor or any the related Other DepositorTrustee, as applicable, in good faith to be necessary in order to effect such compliance. In addition, with respect to each Servicing Function Participant that is a Designated Sub-Servicer of a party to this Agreement, such party shall use commercially reasonable efforts to cause such Designated Sub-Servicer to deliver or make available to the Depositor or the Certificate Administrator and any such Other Depositor or Other Trustee, as applicable, (including any of their assignees or designees)
(i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator to permit the Depositor to comply with the provisions of Regulation AB and (ii) such disclosure relating to the Servicing Function Participant or the Servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan, in each case reasonably believed by the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8)
Intent of the Parties; Reasonableness. The Except with respect to Section 11.09, Section 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Pari Passu Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9The Depositor, the Depositor Certificate Administrator and the Trustee shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or and shall not exercise any such rights for purposes other than compliance with the D▇▇▇-▇▇▇▇▇ Act, the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, including guidance provided to the Depositor or other issuers through comments by the SEC on any Exchange Act filings or other filings, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee of any Other Securitization that includes a Serviced Pari Passu Companion Loan) or the Certificate Administrator in reasonable good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, this transaction and any Other Securitization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan SecuritiesLoan, subject to the preceding sentence, each of the parties to this Agreement shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, Administrator and any Other Depositor and or Other Trustee of any Other Exchange Act Reporting PartySecuritization subject to Regulation AB that includes a Serviced Pari Passu Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator or any such Other Depositor, as applicable Depositor or Other Trustee (including any of its their assignees or designees), ) (i) any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Administrator or such Other Depositor or any Other Exchange Act Reporting PartyTrustee, as applicable, to permit the Depositor or any such Other Depositor to comply with the provisions of Regulation AB, together with AB and (ii) such disclosures disclosure relating to the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor, the Certificate Administrator or the related Other Depositor or any the related Other DepositorTrustee, as applicable, in good faith to be necessary in order to effect such compliance. In addition, with respect to each Servicing Function Participant that is a Designated Sub-Servicer of a party to this Agreement, such party shall use commercially reasonable efforts to cause such Designated Sub-Servicer to deliver or make available to the Depositor or the Certificate Administrator and any such Other Depositor or Other Trustee, as applicable, (including any of their assignees or designees)
(i) any and all information in its possession and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator or any such Other Depositor or Other Trustee to permit the Depositor or any such Other Depositor to comply with the provisions of Regulation AB and (ii) such disclosure relating to the Servicing Function Participant or the Servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C20)
Intent of the Parties; Reasonableness. The Except with respect to Section 11.09, Section 11.12, Section 11.14, Section 11.15, Section 11.16, Section 11.17 and Section 11.18, the parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes the Serviced Pari Passu Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9The Depositor, the Depositor shall notCertificate Administrator, and no the Trustee, any Other Depositor may, and any Other Trustee shall exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or and shall not exercise any such rights for purposes other than compliance with the ▇▇▇▇-▇▇▇▇▇ Act, the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, staff and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-650M, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable to
(including any of its assignees or designees), i) any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, Depositor or the Certificate Administrator, Administrator or any such Other Depositor or any Other Exchange Act Reporting Party, as applicable, Trustee to permit the Depositor or any such Other Depositor to comply with the provisions of Regulation AB, together with the Exchange Act and the Securities Act and (ii) such disclosures disclosure relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, Servicing Function Participant or the servicing Servicing of the Mortgage Loans (or, if applicable, the related Serviced Pari Passu Companion Loan), in each case reasonably believed by the Depositor or any the Certificate Administrator or the related Other DepositorDepositor or related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Certificate Administrator or the related Other Depositor or related Other Trustee, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C25), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Senior Companion Loan Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Senior Companion Loan Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Senior Companion Loan Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Natixis Commercial Mortgage TrustSecurities Trust 2019-LVL, Commercial Mortgage Pass-Through Certificates, Series 2019-650MLVL, and any Senior Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Senior Companion Loan Depositor and any Other Senior Companion Loan Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Senior Companion Loan Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Senior Companion Loan Depositor or any Other Senior Companion Loan Exchange Act Reporting Party, as applicable, to permit any Other Senior Companion Loan Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Whole Loan, reasonably believed by the Depositor or any Other Senior Companion Loan Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C4), Trust and Servicing Agreement (CSAIL 2019-C15 Commercial Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by any Other the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD J.▇. ▇▇▇▇▇▇ Chase Commercial Mortgage TrustSecurities Trust 2012-CIBX, Commercial Mortgage Pass-Through Certificates, Series 20192012-650M, and any Companion Loan SecuritiesCIBX, each of the parties to this Agreement Master Servicer, the Special Servicer, the Senior Trust Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver or make available to the Depositor or Other Depositor, as applicable the Certificate Administrator (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorSenior Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
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)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by any Other the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD JPMBB Commercial Mortgage TrustSecurities Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 20192014-650M, and any Companion Loan SecuritiesC22, each of the parties to this Agreement Master Servicer, the Special Servicer, the Senior Trust Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver or make available to the Depositor or Other Depositor, as applicable the Certificate Administrator (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorSenior Trust Advisor, the Trustee, the Custodian and the TrusteeCertificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the Trust Companion Loan, if applicable), reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Companion Loan Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Companion Loan Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Companion Loan Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial BBSG 2016-MRP Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192016-650MMRP, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Companion Loan Depositor and any Other Companion Loan Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Companion Loan Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Companion Loan Depositor or any Other Companion Loan Exchange Act Reporting Party, as applicable, to permit any Other Companion Loan Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Companion Loan Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
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)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by any Other the Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, Neither the Depositor nor the Master Servicers shall not, and no Other Depositor may, exercise its their rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the SC▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇ Acteunder; provided that in all instances the reports and certificates contemplated by Sections 11.09, 11.10 and 11.11 shall be provided to the Rating Agencies as required thereunder; provided, however, that the Paying Agent shall be deemed to have satisfied any delivery requirements to the Rating Agencies thereunder by making such reports and certificates available on its internet website. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor or any Other Depositor, the applicable Master Servicer in good faith for delivery of information under these provisions on the basis of such evolving interpretations of the requirements of Regulation AB. In connection with the MAD J.P. Morgan Chase Commercial Mortgage Trust, Commercial Mortgage Securities Trust 2006-LDP9 Commerc▇▇▇ ▇▇▇▇▇▇▇e Pass-Through Certificates, Series 20192006-650M, and any Companion Loan SecuritiesLDP9, each of the parties to this Agreement Master Servicer, the Special Servicer and the Paying Agent shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Partythe Paying Agent, as applicablethe case may be, to deliver or make available to the Depositor or Other Depositor, as applicable the Paying Agent (including any of its their assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Partythe Paying Agent, as applicable, to permit any Other the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the applicable Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian Trustee and the TrusteePaying Agent, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans, reasonably believed by the Depositor or any Other Depositorthe Paying Agent, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor or the Paying Agent, as applicable, to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
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)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 X of this Agreement is, among other things, is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial BMO 2024-5C7 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192024-650M5C7, and any Serviced Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage LoanLoans and Serviced Whole Loans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Benchmark 2024-V11 Mortgage Trust), Pooling and Servicing Agreement (BMO 2024-5c7 Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 XI of this Agreement is, among other things, is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the The Depositor shall not, and no Other Depositor may, not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and Act, the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, Depositor (or any Other Depositor, Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation ABAB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with the MAD Commercial Mortgage Trust▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2025-C35, Commercial Mortgage Pass-Through Certificates, Series 20192025-650MC35, and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan SecuritiesLoan, each of applicable Master Servicer, each applicable Special Servicer, the parties to this Agreement Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor, Depositor and the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting PartyDepositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably available to it and attainable) necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any such Other Exchange Act Reporting PartyDepositor, as applicable, to permit any the Depositor or such Other Depositor Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the each applicable Master Servicer, the each applicable Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or any the related Other Depositor, as applicable, Depositor to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Benchmark 2025-B41 Mortgage Trust), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD NYC Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 20192021-650M909, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Companion Loan Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Companion Loan Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Companion Loan Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Mortgage Trust▇▇▇▇▇▇▇ Park Trust 2019-LIC, Commercial Mortgage Pass-Through Certificates, Series 2019-650MLIC, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Companion Loan Depositor and any Other Companion Loan Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Companion Loan Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Companion Loan Depositor or any Other Companion Loan Exchange Act Reporting Party, as applicable, to permit any Other Companion Loan Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Whole Loan, reasonably believed by the Depositor or any Other Companion Loan Depositor, as applicable, in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 13.1. For purposes of this Article 13, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such obligation.
Appears in 2 contracts
Sources: Trust and Servicing Agreement (Bank 2020-Bnk25), Trust and Servicing Agreement (Bank 2019-Bnk23)
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the MAD Commercial Mortgage TrustHouston Galleria Mall Trust 2015-HGLR, Commercial Mortgage Pass-Through Certificates, Series 20192015-650MHGLR 2015-HGLR, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Whole Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance.
Appears in 1 contract
Sources: Trust and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C28)