Common use of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification Clause in Contracts

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), as set forth in Exhibit T attached hereto, required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6, as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, ▇▇▇▇▇-▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇.▇. ▇▇▇▇▇▇, with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 12 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)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), as set forth in Exhibit T attached hereto, required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization that includes a Serviced Pari Passu Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6, as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, ▇▇▇▇▇-▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇, Attention: ▇.▇. ▇▇▇▇▇▇, with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

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)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), as set forth in Exhibit T attached hereto, required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such partyParticipant, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans toLoans, to provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization that includes a Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization that includes a Companion Loan is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6, as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo SecuritiesRBS Commercial Funding, LLC, 375 Park Avenue, 2nd Floor, ▇▇▇▇▇-▇▇▇, Inc. at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇.. ▇ ▇▇▇▇▇▇▇, with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Esq. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 11.08 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 11.08 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.1211.11, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 11.12 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement11.13.

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)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), as set forth in Exhibit T attached hereto, required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such partyParticipant, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-ServicerAgreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6, as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, ▇▇▇▇▇-▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇, Attention: ▇.▇. ▇▇▇▇▇▇, with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 11.08 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 11.08 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.1211.11, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 11.12 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement11.13.

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)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), as set forth in Exhibit T attached hereto, required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization that includes a Serviced Pari Passu Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6, as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo SecuritiesRBS Commercial Funding, LLC, 375 Park Avenue, 2nd Floor, ▇▇▇▇▇-▇▇▇, Inc. at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇.. ▇ ▇▇▇▇▇▇▇, with a copy to: to ▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇Esq. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C13), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C13)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), as set forth in Exhibit T attached hereto, required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6, as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo SecuritiesRBS Commercial Funding, LLC, 375 Park Avenue, 2nd Floor, ▇▇▇▇▇-▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇Inc. at ▇▇▇ ▇▇▇▇▇, Attention: ▇.▇. ▇▇▇▇▇▇, with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ 06901, Attention: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, with a copy to RBS Legal Department. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

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)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), Certification in the form attached to this Agreement as set forth in Exhibit T attached hereto, Y required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting The Trustee[, the Certificate Administrator], the Master Servicer, the Special Servicer shall provideand the Trust Advisor shall, and (i) with respect to any Servicing Function Participant of each such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such party, shall cause, cause each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans tohired by it, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto to this Agreement as Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6▇ and Z-5, as applicableapplicable (the “Performance Certification”), upon on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In addition, in the event that any Non-Trust Mortgage Interest is deposited into a commercial mortgage securitization (an “Other Securitization”), each Reporting Servicer shall provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification with respect to an Other Securitization a certification (which shall address the matters contained in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification, but solely with respect to the related Non-Trust Mortgage Interest) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. The senior officer in charge of securitization of for the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can Trust and may be contacted at c/o Wells Fargo SecuritiesRBS Commercial Funding Inc., LLC, 375 Park Avenue, 2nd Floor, ▇▇▇▇▇-▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇.▇. ▇▇▇▇▇▇, with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇., ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: [______], with a copy to [______]. If In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification certification to the Certifying Person pursuant to this Section 11.09 10.06 with respect to the period of time it was subject to this Agreement or the applicable Subsub-Servicing Agreement servicing or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (RBS Commercial Funding Inc.), Pooling and Servicing Agreement (RBS Commercial Funding Inc.)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), as set forth in Exhibit T attached hereto, required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans toto provide, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization that includes a Serviced Pari Passu Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6, as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo SG Commercial Mortgage Securities, LLC, 375 Park Avenue, 2nd Floor, LLC at ▇▇▇ ▇▇▇▇▇-▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇.▇. ▇▇▇▇▇▇, with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇[_____]. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), as set forth in Exhibit T V attached hereto, required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such partyParticipant, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-ServicerAgreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6, as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, 2nd Floor▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇-▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇New York 10152-023, Attention: ▇.▇. ▇▇▇▇▇▇, with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 11.08 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 11.08 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.1211.11, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 11.12 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement11.13.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2011-C5), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2011-C5)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), as set forth in Exhibit T attached hereto, required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6, as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo SecuritiesRBS Commercial Funding, LLC, 375 Park Avenue, 2nd Floor, ▇▇▇▇▇-▇▇▇, Inc. at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇.. ▇ ▇▇▇▇▇▇▇, with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Esq. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), as set forth in Exhibit T attached hereto, required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization that includes the Serviced Pari Passu Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization that includes the Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6, as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, ▇▇▇▇▇-▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇.▇. ▇▇▇▇▇▇, with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

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)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), as set forth in Exhibit T attached hereto, required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization that includes a Serviced Pari Passu Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6, as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo SecuritiesRBS Commercial Funding, LLC, 375 Park Avenue, 2nd Floor, ▇▇▇▇▇-▇▇▇, Inc. at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇.. ▇ ▇▇▇▇▇▇▇, with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law to RBS Legal Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C17)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), Certification in the form attached as set forth in Exhibit T attached hereto, O required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting The Trustee, the Master Servicer and the Special Servicer shall, and the Trustee, the Master Servicer and the Special Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such party, shall cause, cause each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇P, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6Exhibit Q-1 and Exhibit Q-2, as applicable, upon on which the Certifying Person, the entity for which the Certifying Person acts as an officerofficer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at In addition, each Reporting Party shall execute a reasonable reliance certificate to enable the Depositor can be contacted at c/o Wells Fargo SecuritiesCertification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 3.13(a), LLC(ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 3.13(b) and (iii) accountant’s report provided pursuant to Section 3.14, 375 Park Avenue, 2nd Floor, ▇▇▇▇▇and shall include a certification that each such annual compliance statement or report discloses any material instances of non-▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇.▇compliance described to the registered public accountants of such Reporting Party to enable such accountants to render the certificates provided for in Section 3.14. ▇▇▇▇▇▇, with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. If In the event any Reporting Servicer Party is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer Party shall provide a Performance Certification certification to the Certifying Person pursuant to this Section 11.09 8.17(n) with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreementnotice required to be delivered by the Trustee to the Depositor pursuant to this Section 8.17, the Certificate Administrator shall use reasonable efforts Trustee may deliver such notice, notwithstanding any contrary provision in Section 11.05, via facsimile to obtain▇▇▇-▇▇▇-▇▇▇▇, and upon receipt deliver via email to the Depositor, a ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ or via telephone by calling ▇▇▇-▇▇▇-▇▇▇▇▇ back-up certification from . With respect to any notice required to be delivered by the Non-Trust Master ServicerTrustee to the Special Servicer pursuant to this Section 8.17, the NonTrustee may deliver such notice, notwithstanding any contrary provision in Section 11.05, via facsimile to ▇▇▇▇▇ ▇▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-Trust Special Servicer▇▇▇▇, the Non▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq. at (▇▇▇) ▇▇▇-Trust Trustee ▇▇▇▇ and the Non▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-Trust Paying Agent ▇▇▇▇, via email to ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or Nonvia telephone by calling (▇▇▇) ▇▇▇-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement▇▇▇▇.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), as set forth in Exhibit T attached hereto, required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans toto provide, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization that includes a Serviced Pari Passu Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6, as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo SecuritiesRBS Commercial Funding, LLC, 375 Park Avenue, 2nd Floor, Inc. at ▇▇▇ ▇▇▇▇▇-▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇.. ▇ ▇▇▇▇▇▇▇, with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law to RBS Legal Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C19)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), as set forth in Exhibit T attached hereto, ) required to be included therewith by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002 and the rules and regulations of the SEC promulgated thereunder (including any interpretations thereof by the SEC’s staff)). Each Reporting No later than [March 15] of each year, beginning in 200_, the Master Servicer and the Trustee shall (unless such person is the Certifying Person), and the Master Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such party, shall cause, cause each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans Subservicer to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇N-1 (in the case of a Subservicer) and Exhibit N-2 (in the case of the Trustee), ▇-▇, ▇-▇, ▇-▇, S-5 or S-6, as applicable, upon on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization the servicing function of the Depositor Master Servicer shall serve as the Certifying Person on behalf of the TrustTrust Fund. The Certifying Person at Neither the Master Servicer nor the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, ▇▇▇▇▇will request delivery of a certification under this clause unless the Depositor is required under the Exchange Act to file an annual report on Form 10-▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇.▇. ▇▇▇▇▇▇, with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 K with respect to the period Trust Fund. In the event that prior to the filing date of time it was subject to this Agreement or the applicable SubForm 10-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoingK in [March] of each year, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding or the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s Depositor has actual knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver material to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master ServicerCertification, the Non-Trust Special ServicerTrustee or the Depositor, as the Non-Trust Trustee case may be, shall promptly notify the Master Servicer and the NonDepositor. The respective parties hereto agree to cooperate with all reasonable requests made by any Certifying Person or Certification Party in connection with such Person’s attempt to conduct any due diligence that such Person reasonably believes to be appropriate in order to allow it to deliver any ▇▇▇▇▇▇▇▇-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance ▇▇▇▇▇ Certification or such other form as is provided in portion thereof with respect to the applicable Non-Trust Pooling and Servicing AgreementFund.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (First Horizon Asset Securities Inc)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), as set forth in Exhibit T attached hereto, required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, to provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization that includes a Serviced Pari Passu Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6, as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo SecuritiesRBS Commercial Funding, LLC, 375 Park Avenue, 2nd Floor, ▇▇▇▇▇-▇▇▇, Inc. at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇.. ▇ ▇▇▇▇▇▇▇, with a copy to: to ▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇Esq. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), as set forth in Exhibit T attached hereto, required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans toto provide, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization that includes a Serviced Pari Passu Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6, as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo SecuritiesRBS Commercial Funding, LLC, 375 Park Avenue, 2nd Floor, ▇▇▇▇▇-▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇Inc. at ▇▇▇ ▇▇▇▇▇, Attention: ▇.▇. ▇▇▇▇▇▇, with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: [_____], with a copy to RBS Legal Department. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (RBS Commercial Funding Inc.)

▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification. Each Form 10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), as set forth in Exhibit T attached hereto, required to be included therewith pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each Reporting Servicer shall provide, and (i) with respect to any Servicing Function Participant of such party that is a Designated Sub-Servicer, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Servicing Function Participant retained by such party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, provide to the Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification for the Trust or any Other Securitization that includes a Serviced Pari Passu Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit ▇-▇, ▇-▇, ▇-▇, ▇-▇, S-5 or S-6, as applicable, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, ▇▇▇▇▇-▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇.▇. ▇▇▇▇▇▇, with a copy to: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq., ▇▇▇▇▇ Fargo Law Department, D1053-300, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 11.09 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16)