Common use of Access to Certain Documentation Clause in Contracts

Access to Certain Documentation. (a) The Master Servicer shall provide to the OTS, the FDIC and other federal banking regulatory agencies, and their respective examiners, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS, the FDIC and such other agencies. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by it. Nothing in this Section shall derogate from the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

Appears in 17 contracts

Samples: Pooling and Servicing Agreement (Ab Mortgage Securities Corp), Pooling and Servicing Agreement (MortgageIT Securities Corp.), Pooling and Servicing Agreement (DLJ Mortgage Acceptance Corp Mort Pass THR Cert Ser 1995 Q7)

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Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing items would constitute a waiver of the Mortgage Loansattorney-client privilege. The Depositor may, but is not obligated to, enforce the obligations Each of the Master Servicer hereunder and maythe Special Servicer, but is not obligated toas applicable, performshall, or cause without charge, make a designee knowledgeable Servicing Officer available via telephone to performverbally answer questions from any related Serviced Companion Loan Holder, the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer, the Special Servicer, any defaulted obligation related Serviced Companion Loan Holder, the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans and/or related REO Properties for which the Master Servicer hereunder or exercise the rights of Special Servicer, as applicable, is responsible. In any event, the Master Servicer hereunder; provided that Operating Advisor and the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability related Directing Holder agree to identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder and, subject to the terms of the related Co-Lender Agreement, any related Serviced Companion Loan Holder, shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 13 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-C1)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder and Consulting Party (to the extent such other information Consulting Party has consultation rights pursuant to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29 or Section 6.09, as applicable), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer possesses regarding its businessor the Special Servicer, affairsas applicable, property on the one hand, and conditionthe Directing Holder (unless, financial or otherwise if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing), the Operating Advisor and any Risk Retention Consultation Party (to the extent related such Risk Retention Consultation Party has consultation rights pursuant to Section 6.09), as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performthe Directing Holder, the Operating Advisor or cause a designee any Risk Retention Consultation Party, as applicable, agrees to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to supervise the extent available to the Special Servicer) to the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative, the Uncertificated VRR Interest Owner or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 12 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2020-Gsa2), Pooling and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust), Pooling and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing), the Operating Advisor and the Risk Retention Consultation Party (to the extent the Risk Retention Consultation Party has consultation rights pursuant to Section 6.09), on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses regarding its businessor the Special Servicer, affairsas applicable, property on the one hand, and conditionthe Directing Holder (unless, financial or otherwise if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing), the Operating Advisor and the Risk Retention Consultation Party (to the extent related the Risk Retention Consultation Party has consultation rights pursuant to Section 6.09), as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performthe Directing Holder, the Operating Advisor or cause a designee the Risk Retention Consultation Party, as applicable, agree to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to supervise the extent available to the Special Servicer) to the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 12 contracts

Samples: Pooling and Servicing Agreement (CD 2017-Cd6 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-C4), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34)

Access to Certain Documentation. (a) The Master Servicer shall provide to the OTS, the FDIC and other federal banking regulatory agencies, and their respective examiners, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS, the FDIC and such other agencies. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by it. Nothing in this Section shall derogate from the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. Payments on the Mortgage Loans, including any Payoffs, made in accordance with the related Mortgage File will be entered into the Master Servicer's set of records no more than two Business Days after receipt, and allocated to principal or interest as specified in the related Mortgage File. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

Appears in 11 contracts

Samples: Pooling and Servicing Agreement (Opteum Mortgage Acceptance CORP), Pooling and Servicing Agreement (BNP Paribas Mortgage ABS LLC), Pooling and Servicing Agreement (American Home Mortgage Assets LLC)

Access to Certain Documentation. (a) The Master Servicer shall provide to the OTS, the FDIC and other federal banking regulatory agencies, and their respective examiners, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS, the FDIC and such other agencies. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by it. Nothing in this Section shall derogate from the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford the Depositor Company and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor Company and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor Company may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor Company or its designee. The Depositor Company shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

Appears in 10 contracts

Samples: Pooling and Servicing Agreement (MILA Mortgage Acceptance, Inc.), Pooling and Servicing Agreement (MortgageIT Securities Corp.), Pooling and Servicing Agreement (Ab Mortgage Securities Corp)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Trust Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder and Consulting Party (to the extent such other information Consulting Party has consultation rights pursuant to Section 6.09), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer possesses regarding its businessor the Special Servicer, affairsas applicable, property on the one hand, and conditionapplicable the Directing Holder, financial or otherwise the Operating Advisor and any Risk Retention Consultation Party (to the extent related such Risk Retention Consultation Party has consultation rights pursuant to Section 6.09), as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of applicable Serviced Trust Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performthe Directing Holder, the Operating Advisor or cause a designee any Risk Retention Consultation Party, as applicable, agrees to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(i) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 8 contracts

Samples: 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)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Trust Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder and Consulting Party (to the extent such other information Consulting Party has consultation rights pursuant to Section 6.09), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer possesses regarding its businessor the Special Servicer, affairsas applicable, property on the one hand, and conditionapplicable the Directing Holder, financial or otherwise the Operating Advisor and the Risk Retention Consultation Party (to the extent related such Risk Retention Consultation Party has consultation rights pursuant to Section 6.09), as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of applicable Serviced Trust Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performthe Directing Holder, the Operating Advisor or cause a designee the Risk Retention Consultation Party, agrees to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. With respect to supervise the 000 Xxxxx Xxxxxx Loan Combination and, after the occurrence and during the continuance of a Control Termination Event, any other Serviced Loan, the Special Servicer shall deliver (to the extent available to the Special Servicer) or make available to the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Bank 2020-Bnk26), Pooling and Servicing Agreement (Benchmark 2020-B16 Mortgage Trust), Pooling and Servicing Agreement (Bank 2019-Bnk24)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing), the Operating Advisor and any Risk Retention Consultation Party (to the extent such other information Risk Retention Consultation Party has consultation rights pursuant to Section 6.09), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer possesses regarding its businessor the Special Servicer, affairsas applicable, property on the one hand, and conditionthe Directing Holder (unless, financial or otherwise if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing), the Operating Advisor and any Risk Retention Consultation Party (to the extent related such Risk Retention Consultation Party has consultation rights pursuant to Section 6.09), as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performthe Directing Holder, the Operating Advisor or cause a designee Risk Retention Consultation Party, as applicable, agree to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C1), Pooling and Servicing Agreement (CD 2017-Cd4 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-P7)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Trust Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder and Consulting Party (to the extent such other information Consulting Party has consultation rights pursuant to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29 or Section 6.09, as applicable), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer possesses or the Special Servicer, as applicable, on the one hand, and such applicable Directing Holder or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding its business, affairs, property the performance and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of applicable Serviced Trust Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performeach applicable Directing Holder or applicable Consulting Party, or cause a designee as applicable, agrees to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to supervise the extent available to the Special Servicer) to the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative, the Uncertificated Interest Owners or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (BMO 2022-C1 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C3 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C2 Mortgage Trust)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder and Consulting Party (to the extent such other information Consulting Party has consultation rights pursuant to Section 6.09), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer possesses regarding its businessor the Special Servicer, affairsas applicable, property on the one hand, and conditionapplicable the Directing Holder, financial or otherwise the Operating Advisor and any Risk Retention Consultation Party (to the extent related such Risk Retention Consultation Party has consultation rights pursuant to Section 6.09), as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performthe Directing Holder, the Operating Advisor or cause a designee any Risk Retention Consultation Party, as applicable, agrees to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and is not obligated the Special Servicer in advance (but at least two (2) Business Days prior to supervise the performance of the Master Servicer under this Agreement or otherwise.related monthly

Appears in 6 contracts

Samples: 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)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any CCR Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder or Serviced Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Serviced Companion Loan Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing items would constitute a waiver of the Mortgage Loansattorney-client privilege. The Depositor may, but is not obligated to, enforce the obligations Each of the Master Servicer hereunder and maythe Special Servicer, but is not obligated toas appropriate, performshall, or cause without charge, make a designee knowledgeable Servicing Officer available via telephone to performverbally answer questions from the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event) and the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event), any defaulted obligation on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer, the Special Servicer, the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event) and the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event) shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans and/or related REO Properties for which the Master Servicer hereunder or exercise the rights of Special Servicer, as applicable, is responsible. In any event, the Master Servicer hereunder; provided that Operating Advisor and the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability related Directing Holder agree to identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuation of an applicable Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the related Directing Holder or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 6 contracts

Samples: 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)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder and Consulting Party (to the extent such other information Consulting Party has consultation rights pursuant to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29 or Section 6.09, as applicable), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer possesses or the Special Servicer, as applicable, on the one hand, and such applicable Directing Holder or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding its business, affairs, property the performance and condition, financial or otherwise to the extent related to the servicing of the applicable Serviced Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performeach applicable Directing Holder or applicable Consulting Party, or cause a designee as applicable, agrees to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to supervise the extent available to the Special Servicer) to the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative, the Uncertificated VRR Interest Owners or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (BMO 2022-C3 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C2 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2022-Gc48)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing), the Operating Advisor and any Risk Retention Consultation Party (to the extent such other information Risk Retention Consultation Party has consultation rights pursuant to Section 6.09), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer possesses regarding its businessor the Special Servicer, affairsas applicable, property on the one hand, and conditionthe Directing Holder (unless, financial or otherwise if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing), the Operating Advisor and any Risk Retention Consultation Party (to the extent related such Risk Retention Consultation Party has consultation rights pursuant to Section 6.09), as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performthe Directing Holder, the Operating Advisor or cause a designee any Risk Retention Consultation Party, as applicable, agrees to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 5 contracts

Samples: 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)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Trust Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder and Consulting Party (to the extent such other information Consulting Party has consultation rights pursuant to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29 or Section 6.09, as applicable), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer possesses or the Special Servicer, as applicable, on the one hand, and such applicable Directing Holder or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding its business, affairs, property the performance and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of applicable Serviced Trust Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performeach applicable Directing Holder or applicable Consulting Party, or cause a designee as applicable, agrees to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to supervise the extent available to the Special Servicer) to the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative, the Uncertificated VRR Interest Owner or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(i) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2021-B26 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2021-B24 Mortgage Trust)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Companion Loan Holders that are, in the case of any Certificateholder or Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Companion Loan Holders or any regulatory authority seeking such access in respect of the Companion Loan Holders, to records relating to the Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder or Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Companion Loan Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Trustee with its most recent financial statements Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses regarding its businessServicer, affairsthe Special Servicer, property and conditionthe Operating Advisor and, financial or otherwise prior to the extent related to occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall reasonably agree, regarding the performance and servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and Serviced Whole Loans and/or related REO Properties for which the Master Servicer hereunder or the Special Servicer, as applicable, is responsible. With respect to each AB Whole Loan where the Subordinate Companion Loan Holder or its designee is the related Whole Loan Directing Holder, upon request of such Whole Loan Directing Holder, the Special Servicer shall make a knowledgeable Servicing Officer available via telephone conference during regular business hours to verbally answer questions from such Whole Loan Directing Holder on a Business Day that is reasonably convenient to the Special Servicer and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of such Whole Loan Directing Holder. In the event the Master Servicer hereunder or exercise the rights of Special Servicer receives a request from the Controlling Class Representative to have a telephone conversation with respect to the AB Whole Loan at a time when the Trust is not the related Whole Loan Directing Holder, then the Master Servicer hereunder; provided that or the Master Servicer Special Servicer, as applicable, shall refer the Controlling Class Representative to the related Whole Loan Directing Holder. In connection with clause (ii) above, the related Whole Loan Directing Holder shall be entitled but not obligated to be relieved of any of its obligations hereunder by virtue of present and otherwise participate in such performance by the Depositor or its designee. The Depositor telephone conference, and shall not have any responsibility obligation to answer questions. In connection with clause (ii) above, the Special Servicer shall have no duty to the Trust Fund, the holders of the Controlling Class, the Controlling Class Representative or liability any other Person to receive, consider or accept any advice from the Controlling Class Representative. The Special Servicer shall not take any action, or alter any proposed action, in response to a communication from the Controlling Class Representative with respect to the Cxxxxxx River Plaza North Whole Loan or related Mortgage Loan (prior to a Whole Loan Control Appraisal Event) unless the related Whole Loan Directing Holder has approved the same pursuant to the related Co-Lender Agreement or the Special Servicer determines that the proposed action by the related Whole Loan Directing Holder does not comply with the Servicing Standard. In any event, the Operating Advisor and the Controlling Class Representative agree to identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Whole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagor that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless (i) with respect to Privileged Information, pursuant to a Privileged Information Exception, or (ii) to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.28 of this Agreement or to discharge its other duties under this Agreement. If any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due diligence services such party may have provided with respect to the Trust Loan (“Due Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this Agreement, promptly upon receipt thereof.

Appears in 5 contracts

Samples: 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)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Companion Loan Holders that are, in the case of any Certificateholder or Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Companion Loan Holders or any regulatory authority seeking such access in respect of the Companion Loan Holders, to records relating to the Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder or Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Companion Loan Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Trustee with its most recent financial statements Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses regarding its businessServicer, affairsthe Special Servicer, property and conditionthe Operating Advisor and, financial or otherwise prior to the extent related to occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall reasonably agree, regarding the performance and servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and Serviced Whole Loan and/or related REO Properties for which the Master Servicer hereunder or the Special Servicer, as applicable, is responsible. In any event, the Operating Advisor and may, but is not obligated to, perform, or cause a designee the Controlling Class Representative agree to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Whole Loan) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loan, the Mortgaged Properties and/or the related Mortgagor that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 4 contracts

Samples: 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)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder and Consulting Party (to the extent such other information Consulting Party has consultation rights pursuant to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29 or Section 6.09, as applicable), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer possesses or the Special Servicer, as applicable, on the one hand, and such applicable Directing Holder or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding its business, affairs, property the performance and condition, financial or otherwise to the extent related to the servicing of the applicable Serviced Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performeach applicable Directing Holder or applicable Consulting Party, or cause a designee as applicable, agrees to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to supervise the extent available to the Special Servicer) to the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative, the Uncertificated VRR Interest Owner or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 4 contracts

Samples: 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)

Access to Certain Documentation. (a) The Master Servicer and the Special Servicer shall provide to any Certificateholders that are federally insured financial institutions, the OTSFederal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OTS and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OTS or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated or the Special Servicer, as applicable. (b) In connection with the solicitation of bids to purchase the Mortgage Loans pursuant to Section 9.1(d), the Servicer and the Special Servicer shall provide each Qualified Offeror who has paid the non-refundable deposit required pursuant to Section 9.1(d)(vi) with access to all documents that the Auction Agent considers material to prospective purchasers in connection with their evaluation of the purchase of the Mortgage Loans and shall cooperate with the Auction Agent in order to facilitate prospective purchasers' due diligence in accordance with the Auction Procedures, including without limitation the provision of facilities in which copies of each Mortgage File may be reviewed, provision of facilities for the photocopying of documents relating to Mortgages in return for payment of expenses of such photocopying, cooperation in arranging access to Mortgaged Properties and such other matters as the Auction Agent may reasonably request; provided, however, that the Servicer or the Special Servicer, as applicable, shall be entitled to be compensated by it. Qualified Offerors for its costs of providing such access, cooperation and facilities. (c) Nothing in this Section 3.16 shall derogate detract from the obligation of the Master Servicer or the Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Borrowers or the Mortgage Loans, and the failure of the Master Servicer or the Special Servicer, as applicable, to provide access as provided in this Section 3.16 as a result of such obligation shall not constitute a breach of this sectionSection 3.16. (b) The Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp), Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp), Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Companion Loan Holders that are, in the case of any Certificateholder or Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Companion Loan Holders or any regulatory authority seeking such access in respect of the Companion Loan Holders, to records relating to the Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder or Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Companion Loan Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Trustee with its most recent financial statements Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses regarding its businessServicer, affairsthe Special Servicer, property and conditionthe Operating Advisor and, financial or otherwise prior to the extent related to occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall reasonably agree, regarding the performance and servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and Whole Loans and/or related REO Properties for which the Master Servicer hereunder or the Special Servicer, as applicable, is responsible. In any event, the Operating Advisor and may, but is not obligated to, perform, or cause a designee the Controlling Class Representative agree to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Whole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the related Companion Loans, the Mortgaged Properties and/or the related Mortgagor that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc19), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc18), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc18)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing items would constitute a waiver of the Mortgage Loansattorney-client privilege. The Depositor may, but is not obligated to, enforce the obligations Each of the Master Servicer hereunder and maythe Special Servicer, but as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Directing Holder (unless, if the Controlling Class Representative is not obligated tothe related Directing Holder, performa Control Termination Event has occurred and is continuing), or cause on a designee to performmonthly basis, any defaulted obligation during regular business hours at such time and for such duration as the Master Servicer, the Special Servicer, the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing) shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans and/or related REO Properties for which the Master Servicer hereunder or exercise the rights of Special Servicer, as applicable, is responsible. In any event, the Master Servicer hereunder; provided that Operating Advisor and the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability related Directing Holder agree to identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 4 contracts

Samples: 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)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder and Consulting Party (to the extent such other information Consulting Party has consultation rights pursuant to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29 or Section 6.09, as applicable), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer possesses or the Special Servicer, as applicable, on the one hand, and such applicable Directing Holder or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding its business, affairs, property the performance and condition, financial or otherwise to the extent related to the servicing of the applicable Serviced Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performeach applicable Directing Holder or applicable Consulting Party, or cause a designee as applicable, agrees to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Whole Loan) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to supervise the extent available to the Special Servicer) to the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative, the Uncertificated Interest Owners or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (BMO 2023-C6 Mortgage Trust), Pooling and Servicing Agreement (BBCMS 2023-C20), Pooling and Servicing Agreement (BMO 2023-C4 Mortgage Trust)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholders and the Companion Loan Noteholders that are, in each case, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OTS and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or the Companion Loan Noteholders is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OTS or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans). Nothing in this Section 3.16 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.16 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.16. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder or Companion Loan Noteholder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder or beneficial owners of Certificates identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon requestconnection therewith, the Master Servicer shall furnish require a written confirmation executed by the Depositor and the Trustee with its most recent financial statements and requesting Person substantially in such other information form as may be reasonably acceptable to the Master Servicer possesses regarding its businessServicer, affairs, property and condition, financial or otherwise generally to the extent related effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to the servicing of the Mortgage Loans. The Depositor mayinformation pursuant to this Section 3.16, but is not obligated to, enforce the obligations each of the Master Servicer hereunder and may, but the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not obligated to, perform, the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or cause any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Companion Loan if the disclosure of such items would constitute a designee to perform, any defaulted obligation waiver of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwiseattorney-client privilege.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2006-Gg8), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2007-Gg10), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2006-Gg8)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Directing Holder (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder or Serviced Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Serviced Companion Loan Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing items would constitute a waiver of the Mortgage Loansattorney-client privilege. The Depositor may, but is not obligated to, enforce the obligations Each of the Master Servicer hereunder and maythe Special Servicer, but is not obligated toas appropriate, performshall, or cause without charge, make a designee knowledgeable Servicing Officer available via telephone to performverbally answer questions from the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event), any defaulted obligation on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer, the Special Servicer, the Operating Advisor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Holder shall reasonably agree, regarding the performance and servicing of the applicable Mortgage Loans and/or related REO Properties for which the Master Servicer hereunder or exercise the rights of Special Servicer, as applicable, is responsible. In any event, the Master Servicer hereunder; provided that Operating Advisor and the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability Directing Holder agree to identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the Directing Holder or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc26), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc25), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc23)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Trust Certificateholders and Serviced Companion Loan Holders that are, in the case of any Trust Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Trust Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Trust Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Trust Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Trust Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Trust Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Trust Certificateholders or beneficial owners of Trust Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Trust Certificates or a beneficial holder of book entry Trust Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder and Consulting Party (to the extent such other information Consulting Party has consultation rights pursuant to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29 or Section 6.09, as applicable), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer possesses or the Special Servicer, as applicable, on the one hand, and such applicable Directing Holder or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding its business, affairs, property the performance and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of applicable Serviced Trust Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performeach applicable Directing Holder or applicable Consulting Party, or cause a designee as applicable, agrees to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Whole Loan) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to supervise the extent available to the Special Servicer) or make available to the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative, the Uncertificated Interest Owners or Trust Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format, provided that such information is not already available on the Certificate Administrator’s Website. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 3 contracts

Samples: 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)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Trust Certificateholders and Serviced Companion Loan Holders that are, in the case of any Trust Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Trust Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Trust Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Trust Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Trust Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Trust Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Trust Certificateholders or beneficial owners of Trust Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Trust Certificates or a beneficial holder of book entry Trust Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder and Consulting Party (to the extent such other information Consulting Party has consultation rights pursuant to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29 or Section 6.09, as applicable), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer possesses or the Special Servicer, as applicable, on the one hand, and such applicable Directing Holder or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding its business, affairs, property the performance and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of applicable Serviced Trust Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performeach applicable Directing Holder or applicable Consulting Party, or cause a designee as applicable, agrees to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Whole Loan) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to supervise the extent available to the Special Servicer) to the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative, the Uncertificated Interest Owners or Trust Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (BMO 2023-C7 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2024-V11 Mortgage Trust), Pooling and Servicing Agreement (BMO 2024-5c7 Mortgage Trust)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of (1) any Certifying Certificateholder or Serviced Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Serviced Companion Loan Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer (provided that in no event shall an Excluded Controlling Class Holder be entitled to Excluded Information with respect of its rights and obligations hereunder and access to officers of an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party) or (2) any Controlling Class Certificateholder identified to the Master Servicer responsible for such obligations. Upon requestin an Investor Certification, the Master Servicer shall furnish provide (or forward electronically) (at the Depositor and expense of such Controlling Class Certificateholder) any Excluded Information (not accessible through the Trustee Certificate Administrator’s Website) relating to any Excluded Controlling Class Mortgage Loan with its most recent financial statements and respect to which such other information as Controlling Class Certificateholder is not an Excluded Controlling Class Holder; provided that, in connection therewith, the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the extent related Master Servicer generally to the servicing effect that such Person is a Holder of the Mortgage LoansCertificates or Serviced Companion Loan Securities (or any registered holder or beneficial owner of Serviced Companion Loan Securities) or a beneficial holder of Book-Entry Certificates or a regulator or a governmental body and will keep such information confidential. The Depositor mayIn addition, but is not obligated toin connection with providing access to information pursuant to this Section 3.15, enforce the obligations each of the Master Servicer hereunder and may, but the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not obligated to, perform, the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or cause any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a designee to perform, any defaulted obligation waiver of the attorney-client privilege. Each of the Master Servicer hereunder or exercise and the rights Special Servicer, as appropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any related Serviced Companion Loan Holder, the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer, the Special Servicer, any related Serviced Companion Loan Holder, the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event) shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans and/or related REO Properties for which the Master Servicer hereunder; provided that or the Master Servicer shall not be relieved of Special Servicer, as applicable, is responsible. In any of its obligations hereunder by virtue of such performance by event, the Depositor or its designee. The Depositor shall not have any responsibility or liability Operating Advisor and the related Directing Holder agree to identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 3 contracts

Samples: 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)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders that are, in the case of any Certificateholder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer. Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder or any regulatory authority that may exercise authority over a Certificateholder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Trustee with its most recent financial statements Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses regarding its businessServicer, affairsthe Special Servicer, property and conditionthe Operating Advisor and, financial or otherwise prior to the extent related to occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall reasonably agree, regarding the performance and servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and/or related REO Properties for which the Master Servicer hereunder or the Special Servicer, as applicable, is responsible. In any event, the Operating Advisor and may, but is not obligated to, perform, or cause a designee the Controlling Class Representative agree to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties and/or the related Mortgagor that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj14), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj12), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj12)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event and other than any Excluded Information in respect of an Excluded Loan then subject to an Exclusion Period), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Companion Loan Holders that are, in the case of any Certificateholder or Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Companion Loan Holders or any regulatory authority seeking such access in respect of the Companion Loan Holders, to records relating to the Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. Section 3.15. In connection with its duties or exercise of its rights under this Agreement, if the Controlling Class Representative is an Excluded Holder, the Controlling Class Representative (bi) shall not directly or indirectly provide any confidential or Privileged Information related to the Excluded Loan to the related Mortgagor or (A) any of the Controlling Class Representative’s employees or personnel or any Affiliate involved in the management of any investment in the related Mortgagor or the related Mortgaged Property or (B) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Mortgagor, and (ii) shall maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be liable for its dissemination of information in accordance with this Agreement or by others in violation of the terms of this Agreement. The Master Servicer, Special Servicer, Certificate Administrator and Trustee may rely on an Investor Certification in the form of Exhibit M-1C hereto from the Controlling Class Representative is no longer an Excluded Holder. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall afford require (prior to affording such access) a written confirmation executed by the Depositor requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the Trusteereasonable request of any Certifying Certificateholder or Companion Loan Holder, upon reasonable noticethe Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Companion Loan Holder) copies of any operating statements, during normal business hours access to all records maintained rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Trustee with its most recent financial statements Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event and other than in respect of any Excluded Loan then subject to an Exclusion Period), on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses regarding its businessServicer, affairsthe Special Servicer, property and conditionthe Operating Advisor and, financial or otherwise prior to the extent related to occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall reasonably agree, regarding the performance and servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and Serviced Whole Loans and/or related REO Properties for which the Master Servicer hereunder or the Special Servicer, as applicable, is responsible. With respect to each AB Whole Loan where the Subordinate Companion Loan Holder or its designee is the related Whole Loan Directing Holder, upon request of such Whole Loan Directing Holder, the Special Servicer shall make a knowledgeable Servicing Officer available via telephone conference during regular business hours to verbally answer questions from such Whole Loan Directing Holder on a Business Day that is reasonably convenient to the Special Servicer and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of such Whole Loan Directing Holder. In the event the Master Servicer hereunder or exercise the rights of Special Servicer receives a request from the Controlling Class Representative to have a telephone conversation with respect to the AB Whole Loan at a time when the Trust is not the related Whole Loan Directing Holder, then the Master Servicer hereunder; provided that or the Master Servicer Special Servicer, as applicable, shall refer the Controlling Class Representative to the related Whole Loan Directing Holder. In connection with clause (ii) above, the related Whole Loan Directing Holder shall be entitled but not obligated to be relieved of any of its obligations hereunder by virtue of present and otherwise participate in such performance by the Depositor or its designee. The Depositor telephone conference, and shall not have any responsibility obligation to answer questions. In connection with clause (ii) above, the Special Servicer shall have no duty to the Trust Fund, the holders of the Controlling Class, the Controlling Class Representative or liability any other Person to receive, consider or accept any advice from the Controlling Class Representative. The Special Servicer shall not take any action, or alter any proposed action, in response to a communication from the Controlling Class Representative with respect to the related AB Whole Loan or related Mortgage Loan (prior to a Whole Loan Control Appraisal Event) unless the related Whole Loan Directing Holder has approved the same pursuant to the related Co-Lender Agreement or the Special Servicer determines that the proposed action by the related Whole Loan Directing Holder does not comply with the Servicing Standard. In any event, the Operating Advisor and the Controlling Class Representative agree to identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Whole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagor that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative (without regard to whether or not an Exclusion Period is then in effect) or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 3 contracts

Samples: 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)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event), the Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing) and any Risk Retention Consultation Party (to the extent such other information Risk Retention Consultation Party has consultation rights pursuant to Section 6.09), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer possesses regarding its businessor the Special Servicer, affairsas applicable, property on the one hand, and conditionthe Operating Advisor (after the occurrence and during the continuance of a Control Termination Event), financial or otherwise Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing) and any Risk Retention Consultation Party (to the extent related such Risk Retention Consultation Party has consultation rights pursuant to Section 6.09), as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performthe Directing Holder, the Operating Advisor or cause a designee any Risk Retention Consultation Party, as applicable, agrees to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuance of Control Termination Event, the Special Servicer shall deliver (to supervise the extent available to the Special Servicer) to the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(i) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2019-B10 Mortgage Trust), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2019-Gc38), Pooling and Servicing Agreement (Benchmark 2019-B9 Mortgage Trust)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder and Consulting Party (to the extent such other information Consulting Party has consultation rights pursuant to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29 or Section 6.09, as applicable), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer possesses or the Special Servicer, as applicable, on the one hand, and such applicable Directing Holder or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding its business, affairs, property the performance and condition, financial or otherwise to the extent related to the servicing of the applicable Serviced Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performeach applicable Directing Holder or applicable Consulting Party, or cause a designee as applicable, agrees to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to supervise the extent available to the Special Servicer) to the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative, the Uncertificated VRR Interest Owners or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(i) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 3 contracts

Samples: 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)

Access to Certain Documentation. (a) The Master Servicer shall provide to the OTS, the FDIC and other federal banking regulatory agencies, and their respective examiners, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS, the FDIC and such other agencies. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by it. Nothing in this Section shall derogate from the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford the Depositor Seller and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor Seller and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor Seller may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor Seller or its designee. The Depositor Seller shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Financial Asset Securitization Inc), Pooling and Servicing Agreement (Financial Asset Securitization Inc), Pooling and Servicing Agreement (CMC Securities Corp Iv)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing) and the Operating Advisor, on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses or the Special Servicer, as applicable, on the one hand, and the Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing) or the Operating Advisor, as applicable, on the other hand, shall reasonably agree, regarding its business, affairs, property the performance and condition, financial or otherwise to the extent related to the servicing of the applicable Serviced Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performthe Directing Holder or the Operating Advisor, or cause a designee as applicable, agree to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C41), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-C4)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Depositor, any Certificateholders and Companion Loan Holder that are, in the case of any Certificateholder and the Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OTS and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or the Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OTS or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Companion Loan Holder or any regulatory authority seeking such access in respect of the Companion Loan Holder, to records relating to the Companion Loan). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, the Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and Special Servicer, as appropriate, shall, without charge, (i) make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), on a monthly basis, during regular business hours at such time and for such obligationsduration as the Master Servicer, the Special Servicer, the Operating Advisor and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall reasonably agree, regarding the performance and servicing of the Mortgage Loans (or the Whole Loan where the Trust is the Whole Loan Directing Holder) and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible and (ii) with respect to each Whole Loan where the Companion Loan Holder or its designee is the Whole Loan Directing Holder, upon request of the Whole Loan Directing Holder, the Special Servicer shall make a knowledgeable Servicing Officer available via telephone conference during regular business hours to verbally answer questions from the Controlling Class Representative on a Business Day that is reasonably convenient to the Special Servicer and the Controlling Class Representative. Upon requestIn the event the Master Servicer or the Special Servicer receives a request from the Controlling Class Representative to have a telephone conversation with respect to the Whole Loan at a time when the Trust is not the Whole Loan Directing Holder, then the Master Servicer or the Special Servicer, as applicable, shall refer the Controlling Class Representative to the Whole Loan Directing Holder. In connection with clause (ii) above, the Whole Loan Directing Holder shall be entitled but not obligated to be present and otherwise participate in such telephone conference, and shall not have any obligation to answer questions. In connection with clause (ii) above, the Special Servicer shall have no duty to the Trust Fund, the holders of the Controlling Class, the Controlling Class Representative or any other Person to receive, consider or accept any advice from the Controlling Class Representative. The Special Servicer shall not take any action, or alter any proposed action, in response to a communication from the Controlling Class Representative with respect to the Whole Loan or related Mortgage Loan unless the Whole Loan Directing Holder has approved the same pursuant to the Intercreditor Agreement or the Special Servicer determines (and furnishes a written explanation to the Whole Loan Directing Holder) that no other action complies with the Servicing Standard. In any event, the Operating Advisor and the Controlling Class Representative agree to identify for the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or the Whole Loan) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-5 to this Agreement and an Investor Certification. In addition, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer may make an employee available from time to time, at their sole option, either by telephone, electronically or otherwise, to answer questions from Beneficial Owners or any holder of a Companion Loan regarding the performance and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and/or REO Properties for which the Master Servicer hereunder and mayor Special Servicer, but as the case may be, is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designeeresponsible. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated the Special Servicer each may condition such disclosure upon such Beneficial Owner entering into a confidentiality agreement regarding such disclosure to supervise it. After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver to the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2011-Gc5), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2011-Gc5)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Companion Loan Holders that are, in the case of any Certificateholder or Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Companion Loan Holders or any regulatory authority seeking such access in respect of the Companion Loan Holders, to records relating to the Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder or Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Companion Loan Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, (i) make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Trustee with its most recent financial statements Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses regarding its businessServicer, affairsthe Special Servicer, property and conditionthe Operating Advisor and, financial or otherwise prior to the extent related to occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall reasonably agree, regarding the performance and servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and Serviced Whole Loan and/or related REO Properties for which the Master Servicer hereunder or the Special Servicer, as applicable, is responsible and may(ii) with respect to each AB Whole Loan where the Subordinate Companion Loan Holder or its designee is the related Whole Loan Directing Holder, but upon request of such Whole Loan Directing Holder, the Special Servicer shall make a knowledgeable Servicing Officer available via telephone conference during regular business hours to verbally answer questions from such Whole Loan Directing Holder on a Business Day that is not obligated to, perform, or cause a designee reasonably convenient to perform, any defaulted obligation of the Special Servicer and such Whole Loan Directing Holder. In the event the Master Servicer hereunder or exercise the rights of Special Servicer receives a request from the Controlling Class Representative to have a telephone conversation with respect to the AB Whole Loan at a time when the Trust is not the related Whole Loan Directing Holder, then the Master Servicer hereunder; provided that or the Master Servicer Special Servicer, as applicable, shall refer the Controlling Class Representative to the related Whole Loan Directing Holder. In connection with clause (ii) above, the related Whole Loan Directing Holder shall be entitled but not obligated to be relieved of any of its obligations hereunder by virtue of present and otherwise participate in such performance by the Depositor or its designee. The Depositor telephone conference, and shall not have any responsibility obligation to answer questions. In connection with clause (ii) above, the Special Servicer shall have no duty to the Trust Fund, the holders of the Controlling Class, the Controlling Class Representative or liability any other Person to receive, consider or accept any advice from the Controlling Class Representative. The Special Servicer shall not take any action, or alter any proposed action, in response to a communication from the Controlling Class Representative with respect to the related AB Whole Loan or related Mortgage Loan (prior to a Whole Loan Control Appraisal Event) unless the related Whole Loan Directing Holder has approved the same pursuant to the related Co-Lender Agreement or the Special Servicer determines (and furnishes a written explanation to the related Whole Loan Directing Holder) that no other action complies with the Servicing Standard. In any event, the Operating Advisor and the Controlling Class Representative agree to identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Whole Loan) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loan, the Mortgaged Properties and/or the related Mortgagor that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc21), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc20)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder or Serviced Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Serviced Companion Loan Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing items would constitute a waiver of the Mortgage Loansattorney-client privilege. The Depositor may, but is not obligated to, enforce the obligations Each of the Master Servicer hereunder and maythe Special Servicer, but is not obligated toas appropriate, performshall, or cause without charge, make a designee knowledgeable Servicing Officer available via telephone to performverbally answer questions from the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), any defaulted obligation on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer, the Special Servicer, the Operating Advisor and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall reasonably agree, regarding the performance and servicing of the applicable Mortgage Loans and/or related REO Properties for which the Master Servicer hereunder or exercise the rights of Special Servicer, as applicable, is responsible. In any event, the Master Servicer hereunder; provided that Operating Advisor and the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability Controlling Class Representative agree to identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc22), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc19)

Access to Certain Documentation. (a) The Master Servicer shall provide to the OTSto the Trustee, the FDIC Trust Administrator and the Depositor, at the request of the Office of the Comptroller of the Currency, the Office of Thrift Supervision, the FDIC, and any other federal or state banking or insurance regulatory agencies, and their respective examinersauthority that may exercise authority over any Certificateholder, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS, the FDIC laws and such other agenciesregulations. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by it. Nothing in this Section shall derogate from limit the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors (absent proof that it is in compliance with applicable law) and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section. In addition, access to the Depositor and documentation regarding the Mortgage Loans will be provided to the Trust Administrator, the NIMS Insurer, the Trustee, on behalf of the Certificateholders or a prospective transferee of a Certificate, subject to the execution of a confidentiality agreement in form and substance satisfactory to the Servicer, upon reasonable notice, written request during normal business hours access to all records maintained by at the Master Servicer in respect of its rights and obligations hereunder and access to officers offices of the Master Servicer responsible for designated by it at the expense of the Person requesting such obligationsaccess. Upon requestNothing in this Section 3.22 shall require the Servicer to collect, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its businesscreate, affairs, property and condition, financial collate or otherwise to the extent related to the servicing generate any information that it does not generate in its usual course of the Mortgage Loansbusiness. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved required to make copies of or ship documents to any party unless provisions have been made for the reimbursement of its obligations hereunder by virtue of such performance by the Depositor or its designeecosts thereof. The Depositor shall not have any responsibility Servicer agrees to fully furnish in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or liability for any action or failure to act by their successors (the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise“Credit Repositories”) in a timely manner on a monthly basis.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He4), Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He5)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Controlling Class Representative Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder or Serviced Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Serviced Companion Loan Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing items would constitute a waiver of the Mortgage Loansattorney-client privilege. The Depositor may, but is not obligated to, enforce the obligations Each of the Master Servicer hereunder and maythe Special Servicer, but is not obligated toas appropriate, performshall, or cause without charge, make a designee knowledgeable Servicing Officer available via telephone to performverbally answer questions from the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event) and the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event), any defaulted obligation on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer, the Special Servicer, the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event) and the related Directing Holder (prior to the occurrence and continuance of an applicable Consultation Termination Event) shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans and/or related REO Properties for which the Master Servicer hereunder or exercise the rights of Special Servicer, as applicable, is responsible. In any event, the Master Servicer hereunder; provided that Operating Advisor and the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability related Directing Holder agree to identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuation of an applicable Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the related Directing Holder or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc27)

Access to Certain Documentation. (a) The Master Servicer Ocwen shall provide to the OTSTrustee, the Trust Administrator and the Depositor, at the request of the Office of the Controller of the Currency, the Office of Thrift Supervision, the FDIC and any other federal or state banking or insurance regulatory agencies, and their respective examinersauthority that may exercise authority over any Certificateholder, access to the documentation regarding the Ocwen Mortgage Loans required by applicable regulations of the OTS, the FDIC laws and such other agenciesregulations. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of Ocwen designated by it. In addition, upon receipt of 5 days written notice, access to the documentation regarding the Ocwen Mortgage Loans required by applicable laws and regulations will be provided to such Certificateholder, the Trustee, the Trust Administrator, the Master Servicer and to any Person identified to Ocwen as a prospective transferee of a Certificate subject to the execution of a confidentiality agreement in form and substance satisfactory to Ocwen, upon reasonable request during normal business hours at the offices of Ocwen designated by itit at the expense of the Person requesting such access. Nothing in this Section 3.22 shall derogate from the obligation of the Master Servicer any such party to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer any such party to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer Section 3.22. Nothing in this Section 3.22 shall afford the Depositor and the Trusteerequire Ocwen to collect, upon reasonable noticecreate, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial collate or otherwise to the extent related to the servicing generate any information that it does not generate in its usual course of the Mortgage Loansbusiness. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer Ocwen shall not be relieved required to make copies of or ship documents to any party unless provisions have been made for the reimbursement of its obligations hereunder by virtue of such performance the costs thereof which shall in no event be reimbursable by the Depositor or Trustee. Ocwen agrees to fully furnish, in accordance with the Fair Credit Reporting Act and its designee. The Depositor shall not have any responsibility or liability for any action or failure implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to act by the Master Servicer Equifax, Experian and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwiseTrans Union Credit Information Servicer, on a monthly basis.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-1), Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-1)

Access to Certain Documentation. (a) The Master Servicer shall afford the Seller and the Trustee reasonable access to all records and documentation regarding the Mortgage Loans and all accounts, insurance information and other matters relating to this Agreement, such access being afforded without charge, but only upon reasonable request and during normal business hours at the office designated by the Servicer. (b) Upon reasonable advance notice in writing, the Servicer will provide to each Certificateholder which is a savings and loan association, bank or insurance company certain reports and reasonable access to information and documentation regarding the Mortgage Loans sufficient to permit such Certificateholder to comply with applicable regulations of the OTS or other regulatory authorities with respect to investment in the Certificates; provided that the Servicer shall be entitled to be reimbursed by each such Certificateholder for actual expenses incurred by the Servicer in providing such reports and access. (c) The Servicer shall provide to the OTS, OTS and the FDIC and other federal banking to comparable regulatory agencies, authorities supervising Holders of Subordinate Certificates and their respective examiners, access to the documentation regarding the Mortgage Loans required by applicable regulations examiners and supervisory agents of the OTS, the FDIC and such other agenciesauthorities, access to the documentation regarding the related Mortgage Loans required by applicable regulations of the OTS and the FDIC. Such access shall be afforded without charge, but only upon reasonable and prior written request and request, during normal business hours at the offices of the Master Servicer designated by itthe Servicer, and upon the payment of a mutually agreed upon fee for time and effort. Nothing in this Section shall derogate from limit the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the related Mortgagors and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this sectionSection. (b) The Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Gmac Mortgage Loan Trust 1999-J2), Pooling and Servicing Agreement (Gmac Mortgage Loan Trust 1999-J1)

Access to Certain Documentation. (a) The Master Servicer shall provide to the OTS, the FDIC and other federal banking regulatory agencies, and their respective examiners, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS, the FDIC and such other agencies. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by it. Nothing in this Section shall derogate from the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford the Depositor Company and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor Company and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor Company may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such 44 performance by the Depositor Company or its designee. The Depositor Company shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Namco Securities Corp), Pooling and Servicing Agreement (WMC Secured Assets Corp)

Access to Certain Documentation. (a) The Master Servicer and the Special Servicer shall provide to any Certificateholders that are federally insured financial institutions, the OTSFederal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OTS and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OTS or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated or the Special Servicer, as applicable. (b) In connection with the solicitation of bids to purchase the Mortgage Loans pursuant to Section 9.1(d), the Servicer and the Special Servicer shall, in accordance with the Auction Procedures, provide each Qualified Bidder who has paid the non-refundable deposit required pursuant to Section 9.1(d)(vi) with access to all documents that the Auction Agent considers material to prospective purchasers in connection with their evaluation of the purchase of the Mortgage Loans and shall cooperate with the Auction Agent in order to facilitate prospective purchasers' due diligence in accordance with the Auction Procedures, including without limitation the provision of facilities in which copies of each Mortgage File may be reviewed, provision of facilities for the photocopying of documents relating to Mortgages in return for payment of expenses of such photocopying, cooperation in arranging access to Mortgaged Properties and such other matters as the Auction Agent may reasonably request; provided, however, that the Servicer or the Special Servicer, as applicable, shall be entitled to be compensated by it. Qualified Bidders for its costs of providing such access, cooperation and facilities. (c) Nothing in this Section 3.16 shall derogate detract from the obligation of the Master Servicer or the Special Servicer to observe any applicable law or any provisions of the Mortgage Loan Documents prohibiting disclosure of information regarding with respect to the Mortgagors Borrowers or the Mortgage Loans, and the failure of the Master Servicer or the Special Servicer, as applicable, to provide access as provided in this Section 3.16 as a result of such obligation shall not constitute a breach of this sectionSection 3.16. (b) The Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Midland Realty Accept Corp Com Mort Pass THR Cert Se 1996 C2), Pooling and Servicing Agreement (Midland Realty Accept Corp Com Mort Pass THR Cert Se 1996-C1)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee[, the Certificate Administrator], the Subordinate Class Representative (but only during a Subordinate Control Period or a Collective Consultation Period), the Trust Advisor, the Underwriters, the Depositor, any Certificateholders and Non-Trust Mortgage Interest Holder that are, in the case of any Certificateholder and the Non-Trust Mortgage Interest Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OTS and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or the Non-Trust Mortgage Interest Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OTS or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Non-Trust Mortgage Interest Holder or any regulatory authority seeking such access in respect of the Non-Trust Mortgage Interest Holder, to records relating to the Non-Trust Mortgage Interest). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, the Non-Trust Mortgage Interest Holder or any regulatory authority that may exercise authority over a Certificateholder or Non-Trust Mortgage Interest Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Non-Trust Mortgage Interest Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Non-Trust Mortgage Interest if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, (i) make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Trust Advisor (during a Collective Consultation Period or a Senior Consultation Period) and the Trustee with its most recent financial statements Subordinate Class Representative (during a Subordinate Control Period or a Collective Consultation Period), on a monthly basis, during regular business hours at such time and for such other information duration as the Master Servicer possesses Servicer, the Special Servicer, the Trust Advisor and, during a Subordinate Control Period or a Collective Consultation Period, the Subordinate Class Representative shall reasonably agree, regarding its business, affairs, property the performance and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but Loans (or the Loan Combination where the Trust is not obligated to, enforce the obligations of Loan Combination Directing Holder) and/or related REO Properties for which the Master Servicer hereunder or the Special Servicer, as applicable, is responsible and may(ii) with respect to each Loan Combination where the Non-Trust Mortgage Interest Holder or its designee is the Loan Combination Directing Holder, but upon request of the Loan Combination Directing Holder, the Special Servicer shall make a knowledgeable Servicing Officer available via telephone conference during regular business hours to verbally answer questions from the Subordinate Class Representative on a Business Day that is not obligated to, perform, or cause a designee reasonably convenient to perform, any defaulted obligation of the Special Servicer and the Subordinate Class Representative . In the event the Master Servicer hereunder or exercise the rights of Special Servicer receives a request from the Subordinate Class Representative to have a telephone conversation with respect to the Loan Combination at a time when the Trust is not the Loan Combination Directing Holder, then the Master Servicer hereunder; provided that or the Master Servicer Special Servicer, as applicable, shall refer the Subordinate Class Representative to the Loan Combination Directing Holder. In connection with clause (ii) above, the Loan Combination Directing Holder shall be entitled but not obligated to be relieved of any of its obligations hereunder by virtue of present and otherwise participate in such performance by the Depositor or its designee. The Depositor telephone conference, and shall not have any responsibility obligation to answer questions. In connection with clause (ii) above, the Special Servicer shall have no duty to the Trust Fund, the holders of the Controlling Class, the Subordinate Class Representative or liability any other Person to receive, consider or accept any advice from the Subordinate Class Representative. The Special Servicer shall not take any action, or alter any proposed action, in response to a communication from the Subordinate Class Representative with respect to the Loan Combination or related Mortgage Loan unless the Loan Combination Directing Holder has approved the same pursuant to the Intercreditor Agreement or the Special Servicer determines (and furnishes a written explanation to the Loan Combination Directing Holder) that no other action complies with the Servicing Standard. In any event, the Trust Advisor and the Subordinate Class Representative agree to identify for any action or failure to act by the Master Servicer and is not obligated the Special Servicer in advance (but at least two (2) Business Days prior to supervise the related monthly conference) the applicable Mortgage Loans (or the Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Subordinate Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-5 to this Agreement and an Investor Certification. During a Collective Consultation Period or a Senior Consultation Period, the Special Servicer shall deliver to the Trust Advisor such reports and other information produced or otherwise available to the Subordinate Class Representative or Certificateholders generally, as requested by the Trust Advisor in support of the performance of the Master Servicer Trust Advisor’s obligations under this Agreement in electronic format. The Trust Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Trust Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 2 contracts

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

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Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Depositor and any Certificateholders that are, in the case of any Certificateholder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer. Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder or any regulatory authority that may exercise authority over a Certificateholder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Trustee with its most recent financial statements Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses regarding its businessServicer, affairsthe Special Servicer, property and conditionthe Operating Advisor and, financial or otherwise prior to the extent related to occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall reasonably agree, regarding the performance and servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and/or related REO Properties for which the Master Servicer hereunder or the Special Servicer, as applicable, is responsible. In any event, the Operating Advisor and may, but is not obligated to, perform, or cause a designee the Controlling Class Representative agree to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the related Mortgaged Properties or the related Mortgagor that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj9), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj9)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Depositor, any Certificateholders and Companion Loan Holders that are, in the case of any Certificateholder or Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Companion Loan Holders or any regulatory authority seeking such access in respect of the Companion Loan Holders, to records relating to the Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder or Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Companion Loan Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Trustee with its most recent financial statements Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses regarding its businessServicer, affairsthe Special Servicer, property and conditionthe Operating Advisor and, financial or otherwise prior to the extent related to occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall reasonably agree, regarding the performance and servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and Whole Loans and/or related REO Properties for which the Master Servicer hereunder or the Special Servicer, as applicable, is responsible. In any event, the Operating Advisor and may, but is not obligated to, perform, or cause a designee the Controlling Class Representative agree to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Whole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Companion Loans, the Mortgaged Properties and/or the related Mortgagor that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8)

Access to Certain Documentation. (a) The Master Servicer shall provide to the OTS, the FDIC and other federal banking regulatory agencies, and their respective examiners, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS, the FDIC and such other agencies. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by it. Nothing in this Section shall derogate from the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. Payments on the Mortgage Loans, including any Payoffs, made in accordance with the related Mortgage File will be entered into the Master Servicer’s set of records no more than two Business Days after receipt, and allocated to principal or interest as specified in the related Mortgage File. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Shellpoint Mortgage Acceptance LLC), Pooling and Servicing Agreement (BNP Paribas Mortgage Securities LLC)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Depositor, any Certificateholders and Companion Loan Holders that are, in the case of any Certificateholder or Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OTS and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OTS or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Companion Loan Holders or any regulatory authority seeking such access in respect of the Companion Loan Holders, to records relating to the Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder or Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Companion Loan Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, (i) make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Trustee with its most recent financial statements Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses regarding its businessServicer, affairsthe Special Servicer, property and conditionthe Operating Advisor and, financial or otherwise prior to the extent related to occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall reasonably agree, regarding the performance and servicing of the Mortgage Loans. The Depositor may, but Loans (or a Whole Loan where the Trust is not obligated to, enforce the obligations of Whole Loan Directing Holder) and/or related REO Properties for which the Master Servicer hereunder or the Special Servicer, as applicable, is responsible and may(ii) with respect to each Whole Loan where the Companion Loan Holder or its designee is the related Whole Loan Directing Holder, but upon request of such Whole Loan Directing Holder, the Special Servicer shall make a knowledgeable Servicing Officer available via telephone conference during regular business hours to verbally answer questions from such Whole Loan Directing Holder on a Business Day that is not obligated to, perform, or cause a designee reasonably convenient to perform, any defaulted obligation of the Special Servicer and such Whole Loan Directing Holder. In the event the Master Servicer hereunder or exercise the rights of Special Servicer receives a request from the Controlling Class Representative to have a telephone conversation with respect to the Whole Loan at a time when the Trust is not the related Whole Loan Directing Holder, then the Master Servicer hereunder; provided that or the Master Servicer Special Servicer, as applicable, shall refer the Controlling Class Representative to the related Whole Loan Directing Holder. In connection with clause (ii) above, the related Whole Loan Directing Holder shall be entitled but not obligated to be relieved of any of its obligations hereunder by virtue of present and otherwise participate in such performance by the Depositor or its designee. The Depositor telephone conference, and shall not have any responsibility obligation to answer questions. In connection with clause (ii) above, the Special Servicer shall have no duty to the Trust Fund, the holders of the Controlling Class, the Controlling Class Representative or liability any other Person to receive, consider or accept any advice from the Controlling Class Representative. The Special Servicer shall not take any action, or alter any proposed action, in response to a communication from the Controlling Class Representative with respect to the related Whole Loan or related Mortgage Loan unless the related Whole Loan Directing Holder has approved the same pursuant to the related Intercreditor Agreement or the Special Servicer determines (and furnishes a written explanation to the related Whole Loan Directing Holder) that no other action complies with the Servicing Standard. In any event, the Operating Advisor and the Controlling Class Representative agree to identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Whole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the related Mortgaged Properties or the related Mortgagor that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj7), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj7)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Companion Loan Holders that are, in the case of any Certificateholder or Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Companion Loan Holders or any regulatory authority seeking such access in respect of the Companion Loan Holders, to records relating to the Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder or Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Companion Loan Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Trustee with its most recent financial statements Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses regarding its businessServicer, affairsthe Special Servicer, property and conditionthe Operating Advisor and, financial or otherwise prior to the extent related to occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall reasonably agree, regarding the performance and servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and Serviced Whole Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In connection with clause (ii) above, performthe Special Servicer shall have no duty to the Trust Fund, or cause a designee to perform, any defaulted obligation the holders of the Master Servicer hereunder Controlling Class, the Controlling Class Representative or exercise any other Person to receive, consider or accept any advice from the rights of Controlling Class Representative. In any event, the Master Servicer hereunder; provided that Operating Advisor and the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability Controlling Class Representative agree to identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Whole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagor that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C2 Commercial Mortgage Trust)

Access to Certain Documentation. (a) The Master Each Servicer shall provide to the OTS, OTS and the FDIC and other federal banking to comparable regulatory agencies, authorities supervising Holders of Subordinate Certificates and their respective examiners, access to the documentation regarding the Mortgage Loans required by applicable regulations examiners and supervisory agents of the OTS, the FDIC and such other agenciesauthorities, access to the documentation regarding the related Non-Designated Mortgage Loans required by applicable regulations of the OTS and the FDIC. Such access shall be afforded without charge, but only upon reasonable and five Business Days prior written request and during normal business hours at the offices of the Master Servicer designated by itthe applicable Servicer. Nothing in this Section shall derogate from limit the obligation of each Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of each Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section. The Master Servicer shall provide to the OTS and the FDIC and to comparable regulatory authorities supervising Holders of Subordinate Certificates and the examiners and supervisory agents of the OTS, the FDIC and such other authorities, access to the documentation regarding the related Designated Mortgage Loans, to the extent in its possession or available to it, required by applicable regulations of the OTS and the FDIC. Such access shall be afforded without charge, but only upon reasonable and five (5) Business Days prior written request and during normal business hours at the offices designated by the Master Servicer. Nothing in this Section shall limit the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this sectionSection. (b) The Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Home Equity Pass-Through Certificates Series 2003-8)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Companion Loan Holders that are, in the case of any Certificateholder or Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Companion Loan Holders or any regulatory authority seeking such access in respect of the Companion Loan Holders, to records relating to the Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder or Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Companion Loan Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Trustee with its most recent financial statements Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses regarding its businessServicer, affairsthe Special Servicer, property and conditionthe Operating Advisor and, financial or otherwise prior to the extent related to occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall reasonably agree, regarding the performance and servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and Whole Loans and/or related REO Properties for which the Master Servicer hereunder or the Special Servicer, as applicable, is responsible. In any event, the Operating Advisor and may, but is not obligated to, perform, or cause a designee the Controlling Class Representative agree to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Whole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the related Companion Loans, the Mortgaged Properties and/or the related Mortgagor that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor xxxxxx agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 1 contract

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

Access to Certain Documentation. (a) The Master Servicer shall provide to the OTSOffice of Thrift Supervision, the FDIC and FDIC, any other federal or state banking or insurance regulatory agenciesauthority that may exercise authority over any Certificateholder, and their respective examiners, the Guarantor access to the documentation regarding the Mortgage Loans serviced by the Master Servicer under this Agreement, as may be required by applicable regulations of the OTS, the FDIC laws and such other agenciesregulations. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by it. Nothing in this Section shall derogate from In addition, access to the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information documentation regarding the Mortgagors and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access to all records maintained Mortgage Loans serviced by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement will be provided to any Certificateholder, the NIMS Insurer, the Guarantor, the Trustee and to any Person identified to the Master Servicer as a prospective transferee of a Certificate, upon reasonable request during normal business hours at the offices of the Master Servicer designated by it at the expense of the Person requesting such access. (b) Within 90 days after the Closing Date, the Guarantor will be permitted, upon reasonable notice and during normal business hours, at the office of the Master Servicer, to review copies of the contents of the Mortgage Files and the underwriting documentation that is required to be delivered to the Trustee pursuant hereto with respect to up to the greater of (i) 800 of the Mortgage Files and (ii) 10% (by number) of the Mortgage Loans (a "Mortgage Loan Sample"), in order to ascertain whether each such Mortgage Loan was originated generally in accordance with the Seller's underwriting guidelines in any material respect. In addition, the Guarantor will be permitted, upon reasonable notice and during normal business hours, at the office of the Master Servicer, to review copies of the contents of the Mortgage Files and the underwriting documentation that is required to be delivered to the Trustee pursuant hereto with respect to an additional 75 of the Mortgage Files which are not part of the foregoing Mortgage Loan Sample. If, as a result of such investigation, the Guarantor determines (after the appeals process set forth in the Xxxxxxx Mac Single Family Seller/Servicer Guide) that more than 20% (by number) of the Mortgage Loans in such Mortgage Loan Sample were not so underwritten, the Master Servicer will permit the Guarantor to review an additional Mortgage Loan Sample in accordance with the same procedures until the Guarantor has reviewed a Mortgage Loan Sample that contains fewer than 20% (by number) of Mortgage Loans that were not originated generally in accordance with the Seller's underwriting guidelines in any material respect. Any out-of-pocket expenses incurred by the Master Servicer related to such review shall be reimbursed by the Seller. Notwithstanding the foregoing, the Guarantor shall have the right to collect data on an additional 1,200 Mortgage Loans over and above the Mortgage Loans reviewed in the procedures described in the immediately preceding paragraph. The procedures to be followed in connection with any Mortgage Loan which was not underwritten in accordance with the Seller's underwriting guidelines are set forth in Section 7 of the Mortgage Loan Purchase Agreement, provided, however, that no such procedure shall be followed if such action may (A) result in the imposition of taxes on "prohibited transactions" of the Trust, as defined in Section 860F of the Code, or otherwise(B) contributions to any Trust REMIC after the "startup day," as defined in Section 860G(d) of the Code, or (C) cause the portion of the Trust Fund assets with respect to which a REMIC election was made to fail to qualify as a REMIC at any time any Certificate is outstanding. (c) For a period of two years from the Closing Date, the Guarantor may contact the Seller to confirm that the Seller continues to actively engage in a program to originate mortgage loans to low-income families and to obtain other non-proprietary information about the Seller's activities that may assist the Guarantor in completing its own regulatory requirements during normal business hours and subject to reimbursement for expenses. The Seller shall use reasonable efforts to provide such information to the Guarantor. (d) From time to time, during normal business hours and subject to reimbursement for expenses, the Guarantor shall have the right to audit the Master Servicer's servicing practices and to review the Mortgage Files.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Long Beach Securities Corp Asset Back Cert Ser 2001-2)

Access to Certain Documentation. The Master Servicer and Special Servicer shall provide (a) The Master Servicer shall provide to the OTSTrustee, the Controlling Class Representative (but only prior to the occurrence of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Depositor, any Certificateholders and the Companion Interest Holders that are, in the case of any Certificateholder and any Companion Interest Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OTS and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or the Companion Interest Holders is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, FDIC, OTS or any such governmental or regulatory body, and (b) subject to Section 11.14 of this Agreement, to each Rating Agency access to the FDIC and documentation regarding the Mortgage Loans, in each case such other agencies. Such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Companion Interest Holders or any regulatory authority seeking such access in respect of the Companion Interest Holders, to records relating to the Companion Interests). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, the Companion Interest Holders or any regulatory authority that may exercise authority over a Certificateholder or Companion Interest Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Companion Interest Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Companion Interest if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, (i) make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Trustee with its most recent financial statements Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses regarding its businessServicer, affairsthe Special Servicer, property and conditionthe Operating Advisor and, financial or otherwise prior to the extent related to occurrence of a Consultation Termination Event, the Controlling Class Representative shall reasonably agree, regarding the performance and servicing of the Mortgage Loans. The Depositor may, but Loans (or any Whole Loan where the Trust is not obligated to, enforce the obligations of Whole Loan Directing Holder) and/or related REO Properties for which the Master Servicer hereunder or the Special Servicer, as applicable, is responsible and may(ii) with respect to each Whole Loan where the Companion Interest Holder or its designee is the Whole Loan Directing Holder, but upon request of the Whole Loan Directing Holder, the Special Servicer shall make a knowledgeable Servicing Officer available via telephone conference during regular business hours to verbally answer questions from the Controlling Class Representative on a Business Day that is not obligated to, perform, or cause a designee reasonably convenient to perform, any defaulted obligation of the Special Servicer and the Controlling Class Representative. In the event the Master Servicer hereunder or exercise the rights of Special Servicer receives a request from the Controlling Class Representative to have a telephone conversation with respect to a Whole Loan for which the Trust is not a Whole Loan Directing Holder, then the Master Servicer hereunder; provided that or the Master Servicer Special Servicer, as applicable, shall refer the Controlling Class Representative to the Whole Loan Directing Holder. In connection with clause (ii) above, such Whole Loan Directing Holder shall be entitled but not obligated to be relieved of any of its obligations hereunder by virtue of present and otherwise participate in such performance by the Depositor or its designee. The Depositor telephone conference, and shall not have any responsibility obligation to answer questions. In connection with clause (ii) above, the Special Servicer shall have no duty to the Trust Fund, the holders of the Controlling Class, the Controlling Class Representative or liability any other Person to receive, consider or accept any advice from the Controlling Class Representative. The Special Servicer shall not take any action, or alter any proposed action, in response to a communication from the Controlling Class Representative with respect to a Whole Loan or related Mortgage Loan unless such “directing holder” has approved the same pursuant to the related Intercreditor Agreement or the Special Servicer determines (and furnishes a written explanation to such “directing holder”) that no other action complies with the Servicing Standard. In any event, the Operating Advisor and the Controlling Class Representative agree to identify for any action or failure to act by the Master Servicer and is not obligated the Special Servicer in advance (but at least two (2) Business Days prior to supervise the related monthly conference) the applicable Mortgage Loans (or Whole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Operating Advisor and the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit N-4 to this Agreement and an Investor Certification. After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver to the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, requested by the Operating Advisor in support of the performance of the Master Servicer its obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under the Pooling and Servicing Agreement and shall not disclose such information to any other Person or otherwiseentity unless required to do so by law; provided that such information may be disclosed to the auditors and regulators of the Operating Advisor.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gs Mortgage Securities Corp Ii)

Access to Certain Documentation. (a) The Master Servicer and the Special Servicer shall provide to any Certificateholders that are federally insured financial institutions, the OTSFederal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OTS and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OTS or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated or the Special Servicer, as applicable. (b) In connection with the solicitation of bids to purchase the Mortgage Loans pursuant to Section 9.1(d), the Master Servicer and the Special Servicer shall, in accordance with the Auction Procedures, provide each Qualified Bidder who has paid the non-refundable deposit required pursuant to Section 9.1(d)(vi) with access to all documents that the Auction Agent considers material to prospective purchasers in connection with their evaluation of the purchase of the Mortgage Loans and shall cooperate with the Auction Agent in order to facilitate prospective purchasers' due diligence in accordance with the Auction Procedures, including without limitation the provision of facilities in which copies of each Mortgage File may be reviewed, provision of facilities for the photocopying of documents relating to Mortgages in return for payment of expenses of such photocopying, cooperation in arranging access to Mortgaged Properties and such other matters as the Auction Agent may reasonably request; provided, however, that the Master Servicer or the Special Servicer, as applicable, shall be entitled to be compensated by itQualified Bidders for its costs of providing such access, cooperation and facilities. Nothing in this Section 3.16 shall derogate detract from the obligation of the Master Servicer or the Special Servicer to observe any applicable law or any provisions of the Mortgage Loan Documents prohibiting disclosure of information regarding with respect to the Mortgagors Borrowers or the Mortgage Loans, and the failure of the Master Servicer or the Special Servicer, as applicable, to provide access as provided in this Section 3.16 as a result of such obligation shall not constitute a breach of this sectionSection 3.16. (b) The Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)

Access to Certain Documentation. (a) The Master Servicer shall provide to the OTS and the FDIC and to comparable regulatory authorities supervising Holders of subordinated Notes or Certificates and the examiners and supervisory agents of the OTS, the FDIC and such other federal banking regulatory agencies, and their respective examinersauthorities, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS, OTS and the FDIC and such other agenciesFDIC. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of designated by the Master Servicer designated by itServicer. Nothing in this Section shall derogate from limit the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this section. Section. (bp) The Master Servicer shall afford Form 10-D Reporting. Within 15 days after each Distribution Date (subject to permitted extensions under the Depositor and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon requestExchange Act), the Master Servicer shall furnish prepare and file on behalf of the Depositor Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Trustee Exchange Act. The Master Servicer shall file each Form 10-D with its most recent financial statements a copy of the related Monthly Statement attached thereto. Any disclosure in addition to the Monthly Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and such other information as prepared by and at the direction of the Issuer pursuant to the following paragraph and the Master Servicer possesses regarding its businesswill have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, affairsexcept as set forth in the next paragraph. As set forth on Exhibit E hereto, property and conditionwithin 5 calendar days after the related Distribution Date, financial (i) a Servicer, the Master Servicer or otherwise the Trustee shall be required to provide to the Trustee, to the extent related known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the Trustee shall forward to the servicing Issuer, the form and substance of the Mortgage LoansAdditional Form 10-D Disclosure, and (iii) the Issuer will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Issuer will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Depositor mayAfter preparing the Form 10-D, but is not obligated tothe Trustee shall forward electronically a draft copy of the Form 10-D to the Issuer and the Master Servicer for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, enforce the obligations a senior officer of the Master Servicer hereunder in charge of the master servicing function shall sign the Form 10-D and mayreturn an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in Section 3(s). Promptly (but is not obligated tono later than 1 Business Day) after filing with the Commission, perform, or cause the Trustee will make available on its internet website a designee to perform, any defaulted obligation final executed copy of each Form 10-D. The signing party at the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided can be contacted at [______]. Each party to this Agreement acknowledges that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or Trustee of its designeeduties under this Section 3(p) related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3(p). The Depositor Trustee shall not have any responsibility or no liability for any action loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Trustee’s inability or failure to act by the Master Servicer and is obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not obligated to supervise the performance of the Master Servicer under this Agreement resulting from its own negligence, bad faith or otherwisewillful misconduct.

Appears in 1 contract

Samples: Master Servicing Agreement (J P Morgan Acceptance Corp I)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to any Certificateholders and the OTSServiced Companion Loan Noteholders (and any registered holder or beneficial owner of Companion Loan Securities) that are federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OTS and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Noteholder (or any registered holder or beneficial owner of Companion Loan Securities) is subject, access to the documentation regarding the Mortgage Loans or the Serviced Whole Loans, as applicable, that it is servicing required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OTS or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer. In addition, upon reasonable prior written notice to the Master Servicer or the Special Servicer, as the case may be, the Depositor or their accountants or other representatives shall have access to review the documents, correspondence and records of the Master Servicer or the Special Servicer, as the case may be, as they relate to a Mortgaged Property and any REO Property during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be. Nothing in this Section 3.16 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Borrowers, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.16 as a result of such obligation shall not constitute a breach of this section. Section 3.16. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, Serviced Companion Loan Noteholder (bor any registered holder or beneficial owner of Companion Loan Securities) The or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Noteholder (or any registered holder or beneficial owner of Companion Loan Securities), the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Serviced Companion Loan Noteholder (or any registered holder or beneficial owner of Companion Loan Securities)(to the extent permitted in the related Co-Lender Agreement) of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders access to all records maintained the information described in the preceding paragraph the Master Servicer and the Special Servicer may require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder identified to the Master Servicer to the Master Servicer's reasonable satisfaction (or, with respect to any Serviced Companion Loan, any Serviced Companion Loan Noteholder, registered holder or beneficial owner of Companion Loan Securities), the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Serviced Companion Loan Noteholder, registered holder or beneficial owner of Companion Loan Securities) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon requestconnection therewith, the Master Servicer shall furnish may require a written confirmation executed by the Depositor and the Trustee with its most recent financial statements and requesting Person substantially in such other information form as may be reasonably acceptable to the Master Servicer possesses regarding its businessor Special Servicer, affairs, property and condition, financial or otherwise generally to the extent related to the servicing effect that such Person is a Holder of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations Certificates or a beneficial holder of the Master Servicer hereunder Book Entry Certificates (or registered holder or beneficial owner of Companion Loan Securities) and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of will keep such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwiseinformation confidential.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CD 2006-Cd3 Mortgage Trust)

Access to Certain Documentation. (a) The Master Servicer shall provide to the OTS, the FDIC and other federal banking regulatory agencies, and their respective examiners, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS, the FDIC and such other agencies. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by it. Nothing in this Section shall derogate from the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this sectionSection. (b) The Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Ab Mortgage Securities Corp)

Access to Certain Documentation. (a) The Master Servicer and the Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Companion Loan Holders that are, in the case of any Certificateholder or Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Companion Loan Holders or any regulatory authority seeking such access in respect of the Companion Loan Holders, to records relating to the Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and the Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and the Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of (1) any Certifying Certificateholder or Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Companion Loan Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer (provided that in no event shall an Excluded Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Loan with respect to which it is a Borrower Party) or (2) any Controlling Class Certificateholder identified to the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to the Specially Serviced Loans) in an Investor Certification, the Master Servicer or the Special Servicer, as applicable, shall provide (or forward electronically) (at the expense of its rights and obligations hereunder and such Controlling Class Certificateholder) any Excluded Information in the Master Servicer’s or the Special Servicer’s possession, as applicable (not accessible through the Certificate Administrator’s Website) relating to any Excluded Controlling Class Loan with respect to which such Controlling Class Certificateholder is not an Excluded Controlling Class Holder. In addition, in connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Trustee with its most recent financial statements Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses regarding its businessServicer, affairsthe Special Servicer, property and conditionthe Operating Advisor and, financial or otherwise prior to the extent related to occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall reasonably agree, regarding the performance and servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and Serviced Whole Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In connection with clause (ii) above, performthe Special Servicer shall have no duty to the Trust Fund, or cause a designee to perform, any defaulted obligation the holders of the Master Servicer hereunder Controlling Class, the Controlling Class Representative or exercise any other Person to receive, consider or accept any advice from the rights of Controlling Class Representative. In any event, the Master Servicer hereunder; provided that Operating Advisor and the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability Controlling Class Representative agree to identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Whole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagor that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwise.entity unless (i) with respect to Privileged Information, pursuant to a Privileged Information Exception, or (ii) to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.28 of this Agreement or to discharge its other duties under this Agreement. If any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due diligence services such party may have provided with respect to the Trust Loan (“Due Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this Agreement, promptly upon receipt thereof. No Master Servicer or Special Servicer shall be required to make any determination as to whether any service provided by a third party requires obtaining a Form ABS Due Diligence-15E.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CSAIL 2015-C4 Commercial Mortgage Trust)

Access to Certain Documentation. (a) The Master Servicer shall provide to the OTSto the Trustee, the FDIC Trust Administrator and the Depositor, at the request of the Office of the Comptroller of the Currency, the Office of Thrift Supervision, the FDIC, and any other federal or state banking or insurance regulatory agencies, and their respective examinersauthority that may exercise authority over any Certificateholder, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS, the FDIC laws and such other agenciesregulations. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by it. Nothing in this Section shall derogate from limit the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors (absent proof that it is in compliance with applicable law) and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section. In addition, access to the Depositor and documentation regarding the Mortgage Loans will be provided to the Trust Administrator, the NIMS Insurer, the Trustee, on behalf of the Certificateholders or a prospective transferee of a Certificate, subject to the execution of a confidentiality agreement in form and substance satisfactory to the Servicer, upon reasonable notice, written request during normal business hours access to all records maintained by at the Master Servicer in respect of its rights and obligations hereunder and access to officers offices of the Master Servicer responsible for designated by it at the expense of the Person requesting such obligationsaccess. Upon requestNothing in this Section 3.22 shall require the Servicer to collect, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its businesscreate, affairs, property and condition, financial collate or otherwise to the extent related to the servicing generate any information that it does not generate in its usual course of the Mortgage Loansbusiness. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved required to make copies of or ship documents to any of its obligations hereunder by virtue of such performance by party unless provisions have been made for the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance reimbursement of the Master costs thereof. To the extent the Servicer under this Agreement has serviced the Mortgage Loans during the sixty (60) day period prior to the Cut-off Date, the Servicer agrees to fully furnish in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or otherwisetheir successors (the “Credit Repositories”) in a timely manner on a monthly basis.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2007-He2)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only during a Subordinate Control Period or a Collective Consultation Period), the Operating Advisor (with respect to the Master Servicer only during a Collective Consultation Period or a Senior Consultation Period), the Initial Purchasers, the Depositor, any Certificateholders and Companion Loan Holder that are, in the case of any Certificateholder and the Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OTS and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or the Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OTS or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Companion Loan Holder or any regulatory authority seeking such access in respect of the Companion Loan Holder, to records relating to the Companion Loan). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, the Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a Beneficial Holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, (i) make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Operating Advisor (during a Collective Consultation Period or Senior Consultation Period) and the Trustee with its most recent financial statements Controlling Class Representative (during a Subordinate Control Period or Collective Consultation Period), on a monthly basis, during regular business hours at such time and for such other information duration as the Master Servicer possesses Servicer, the Special Servicer, the Operating Advisor and, during a Subordinate Control Period or Collective Consultation Period, the Controlling Class Representative shall reasonably agree, regarding its business, affairs, property the performance and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but Loans (or the Split-Loan where the Trust is not obligated to, enforce the obligations of Split-Loan Directing Holder) and/or related REO Properties for which the Master Servicer hereunder or the Special Servicer, as applicable, is responsible and may(ii) with respect to each Split-Loan where the Companion Loan Holder or its designee is the Split-Loan Directing Holder, but upon request of the Split-Loan Directing Holder, the Special Servicer shall make a knowledgeable Servicing Officer available via telephone conference during regular business hours to verbally answer questions from the Controlling Class Representative on a Business Day that is not obligated to, perform, or cause a designee reasonably convenient to perform, any defaulted obligation of the Special Servicer and the Controlling Class Representative. In the event the Master Servicer hereunder or exercise the rights of Special Servicer receives a request from the Controlling Class Representative to have a telephone conversation with respect to the Split-Loan at a time when the Trust is not the Split-Loan Directing Holder, then the Master Servicer hereunder; provided that or the Master Servicer Special Servicer, as applicable, shall refer the Controlling Class Representative to the Split-Loan Directing Holder. In connection with clause (ii) above, the Split-Loan Directing Holder shall be entitled but not obligated to be relieved of any of its obligations hereunder by virtue of present and otherwise participate in such performance by the Depositor or its designee. The Depositor telephone conference, and shall not have any responsibility obligation to answer questions. In connection with clause (ii) above, the Special Servicer shall have no duty to the Trust Fund, the holders of the Controlling Class, the Controlling Class Representative or liability any other Person to receive, consider or accept any advice from the Controlling Class Representative. The Special Servicer shall not take any action, or alter any proposed action, in response to a communication from the Controlling Class Representative with respect to the Split-Loan or related Mortgage Loan unless the Split-Loan Directing Holder has approved the same pursuant to the Intercreditor Agreement or the Special Servicer determines (and furnishes a written explanation to the Split-Loan Directing Holder) that no other action complies with the Servicing Standard. In any event, the Operating Advisor and the Controlling Class Representative agree to identify for any action or failure to act by the Master Servicer and is not obligated the Special Servicer in advance (but at least two (2) Business Days prior to supervise the related monthly conference) the applicable Mortgage Loans (or the Split-Loan) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit N-4 to this Agreement and an Investor Certification. During a Collective Consultation Period or Senior Consultation Period, the Special Servicer shall deliver to the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer its obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under the Pooling and Servicing Agreement and shall not disclose such information to any other Person or otherwiseentity unless required to do so by law; provided that such information may be disclosed to the auditors and regulators of the Operating Advisor.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CCRE Commercial Mortgage Securities, L.P.)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee[, the Certificate Administrator], the Subordinate Class Representative (but only during a Subordinate Control Period or a Collective Consultation Period), the Trust Advisor, the Underwriters, the Depositor, any Certificateholders and Non-Trust Mortgage Loan Holder that are, in the case of any Certificateholder and the Non-Trust Mortgage Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OTS and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or the Non-Trust Mortgage Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OTS or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Non-Trust Mortgage Loan Holder or any regulatory authority seeking such access in respect of the Non-Trust Mortgage Loan Holder, to records relating to the Non-Trust Mortgage Loan). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, the Non-Trust Mortgage Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Non-Trust Mortgage Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Non-Trust Mortgage Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Non-Trust Mortgage Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, (i) make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Trust Advisor (during a Collective Consultation Period or a Senior Consultation Period) and the Trustee with its most recent financial statements Subordinate Class Representative (during a Subordinate Control Period or a Collective Consultation Period), on a monthly basis, during regular business hours at such time and for such other information duration as the Master Servicer possesses Servicer, the Special Servicer, the Trust Advisor and, during a Subordinate Control Period or a Collective Consultation Period, the Subordinate Class Representative shall reasonably agree, regarding its business, affairs, property the performance and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but Loans (or the Loan Combination where the Trust is not obligated to, enforce the obligations of Loan Combination Directing Holder) and/or related REO Properties for which the Master Servicer hereunder or the Special Servicer, as applicable, is responsible and may(ii) with respect to each Loan Combination where the Non-Trust Mortgage Loan Holder or its designee is the Loan Combination Directing Holder, but upon request of the Loan Combination Directing Holder, the Special Servicer shall make a knowledgeable Servicing Officer available via telephone conference during regular business hours to verbally answer questions from the Subordinate Class Representative on a Business Day that is not obligated to, perform, or cause a designee reasonably convenient to perform, any defaulted obligation of the Special Servicer and the Subordinate Class Representative . In the event the Master Servicer hereunder or exercise the rights of Special Servicer receives a request from the Subordinate Class Representative to have a telephone conversation with respect to the Loan Combination at a time when the Trust is not the Loan Combination Directing Holder, then the Master Servicer hereunder; provided that or the Master Servicer Special Servicer, as applicable, shall refer the Subordinate Class Representative to the Loan Combination Directing Holder. In connection with clause (ii) above, the Loan Combination Directing Holder shall be entitled but not obligated to be relieved of any of its obligations hereunder by virtue of present and otherwise participate in such performance by the Depositor or its designee. The Depositor telephone conference, and shall not have any responsibility obligation to answer questions. In connection with clause (ii) above, the Special Servicer shall have no duty to the Trust Fund, the holders of the Controlling Class, the Subordinate Class Representative or liability any other Person to receive, consider or accept any advice from the Subordinate Class Representative . The Special Servicer shall not take any action, or alter any proposed action, in response to a communication from the Subordinate Class Representative with respect to the Loan Combination or related Mortgage Loan unless the Loan Combination Directing Holder has approved the same pursuant to the Intercreditor Agreement or the Special Servicer determines (and furnishes a written explanation to the Loan Combination Directing Holder) that no other action complies with the Servicing Standard. In any event, the Trust Advisor and the Subordinate Class Representative agree to identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or the Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Subordinate Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the related Mortgaged Properties or the related Mortgagor that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. During a Collective Consultation Period or a Senior Consultation Period, the Special Servicer shall deliver to supervise the Trust Advisor such reports and other information produced or otherwise available to the Subordinate Class Representative or Certificateholders generally, as requested by the Trust Advisor in support of the performance of the Master Servicer Trust Advisor’s obligations under this Agreement in electronic format. The Trust Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Trust Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Barclays Commercial Mortgage Securities LLC)

Access to Certain Documentation. (a) The Master Servicer shall provide to To the OTSextent that the Company has been granted such rights under the Mossimo Contribution Agreement or in any License, the FDIC Company and other federal banking regulatory agenciesServicer will permit, and their respective examiners, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSServicer will permit, the FDIC Agent and such other agencies. Such access shall be afforded without chargethe Lenders to conduct any examination, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by it. Nothing audit, due diligence, Obligor audit or Obligor onsite audit visit referred to in this Section shall derogate from 6.10 or to accompany the obligation of Company or the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer to provide access as provided in this Section as a result of Transferor on such obligation shall not constitute a breach of this sectionon-site audits. (b) The Master Servicer Lenders or the Agent (and their respective agents or third party professional advisors) shall afford have the Depositor and right under this Agreement, at the Trusteeexpense of the Company, periodically, upon reasonable noticeprior notice to the Servicer or the Manager, as applicable, to examine and audit, during normal business hours access or at such other times as might be reasonable under applicable circumstances, any and all of the books, records or other information of the Servicer and/or the Manager and/or the Company or held by another for any of them on its behalf, concerning this Agreement and/or the Licenses (and in each case, the Obligors thereunder), and to all records maintained accompany the Company or the Manager on any on-site audits at the premises of any Obligors; provided, however, that absent the occurrence of an Default or Event of Default, the Lenders or the Agent (and their respective agents or third party professional advisors) shall not perform such audits of the Servicer and/or the Manager and/or the Company more than once in any calendar year. The Lenders and the Agent (and their respective agents and professional advisors) shall treat as confidential any information obtained during the aforementioned examinations which is not already publicly known or available; provided, however, that the Lenders or the Agent may disclose such information if required to do so by law or by any regulatory authority. (c) Upon the appointment of a Successor Servicer, the Agent (and its respective agents or professional advisors) shall have the right to contact any number of Obligors to inform such Obligors of the appointment of such Successor Servicer and of the fact that such Successor Servicer will be servicing and administering the Collateral and taking any other actions required by to be taken by the Master Servicer in respect under the terms of this Agreement. (d) Upon the appointment of a Successor Manager, the Agent (and its rights and obligations hereunder and access respective agents or professional advisors) shall have the right to officers contact any number of Obligors to inform such Obligors of the Master Servicer responsible for appointment of such obligations. Successor Manager and of the fact that such Successor Manager will be servicing and administering the Collateral and taking any other actions required by to be taken by the Manager under the terms of this Agreement. (e) Upon requestthe occurrence of and continuance of an Event of Default, the Master Servicer shall furnish Agent (and its respective agents or professional advisors) shall, at the Depositor and Company’s expense, have the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer right under this Agreement to contact any Obligor with respect to any Collateral in order to procure such information related to such Obligor, the related License and the other Collateral as the Lenders or otherwisethe Agent deem reasonable under the circumstances. The Servicer and the Company hereby agree to cooperate with the Agent (and its respective agents or professional advisors) in connection with any attempt thereby to contact any such Obligor and shall provide to the Agent such information as is needed in order to facilitate such contact.

Appears in 1 contract

Samples: Loan and Security Agreement (Iconix Brand Group, Inc.)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford Section 3.15. In connection with providing or granting any information or access pursuant to the Depositor and the Trusteeprior paragraph to a Certificateholder, upon reasonable noticea Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, during normal business hours access to all records maintained by the Master Servicer in respect and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of its rights a sum sufficient to cover the reasonable costs and obligations hereunder expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to officers the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing) and the Operating Advisor, on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses or the Special Servicer, as applicable, on the one hand, and the Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing) or the Operating Advisor, as applicable, on the other hand, shall reasonably agree, regarding its business, affairs, property the performance and condition, financial or otherwise to the extent related to the servicing of the applicable Serviced Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and/or related REO Properties for which the Master Servicer hereunder and mayor the Special Servicer, but as applicable, is not obligated toresponsible. In any event, performthe Directing Holder or the Operating Advisor, or cause a designee as applicable, agree to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity except (i) with respect to Privileged Information, pursuant to Section 3.29(i) of this Agreement, or (ii) with respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CSAIL 2018-C14 Commercial Mortgage Trust)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to any Certificateholders and the OTSServiced Companion Loan Noteholders that are federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OTS and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Noteholder is subject, access to the documentation regarding the Mortgage Loans or the Serviced Whole Loans, as applicable, that it is servicing required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OTS or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer. In addition, upon reasonable prior written notice to the Master Servicer or the Special Servicer, as the case may be, the Depositor or their accountants or other representatives shall have access to review the documents, correspondence and records of the Master Servicer or the Special Servicer, as the case may be, as they relate to a Mortgaged Property and any Serviced REO Property during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be. Nothing in this Section 3.16 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Borrowers, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.16 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.16. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, Serviced Companion Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Noteholder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Serviced Companion Loan Noteholder (to the extent permitted in the related Co-Lender Agreement) of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders access to all records maintained the information described in the preceding paragraph the Master Servicer and the Special Servicer may require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon requestconnection therewith, the Master Servicer shall furnish may require a written confirmation executed by the Depositor and the Trustee with its most recent financial statements and requesting Person substantially in such other information form as may be reasonably acceptable to the Master Servicer possesses regarding its businessor Special Servicer, affairs, property and condition, financial or otherwise generally to the extent related to the servicing effect that such Person is a Holder of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations Certificates or a beneficial holder of the Master Servicer hereunder Book Entry Certificates and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of will keep such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwiseinformation confidential.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (COMM 2006-C7 Mortgage Trust)

Access to Certain Documentation. (a) The Master Servicer shall provide to the OTSTrustee, the Trust Administrator and the Depositor, at the request of the Office of the Controller of the Currency, the Office of Thrift Supervision, the FDIC and any other federal or state banking or insurance regulatory agencies, and their respective examinersauthority that may exercise authority over any Certificateholder, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS, the FDIC laws and such other agenciesregulations. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by it. In addition, upon receipt of 5 days written notice, access to the documentation regarding the Mortgage Loans required by applicable laws and regulations will be provided to such Certificateholder, the Trustee, the Trust Administrator, the Master Servicer and to any Person identified to the Servicer as a prospective transferee of a Certificate subject to the execution of a confidentiality agreement in form and substance satisfactory to the Servicer, upon reasonable request during normal business hours at the offices of the Servicer designated by it at the expense of the Person requesting such access. Nothing in this Section 3.22 shall derogate from the obligation of the Master Servicer any such party to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer any such party to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this section. (b) The Master Section 3.22. Nothing in this Section 3.22 shall require the Servicer shall afford the Depositor and the Trusteeto collect, upon reasonable noticecreate, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial collate or otherwise to the extent related to the servicing generate any information that it does not generate in its usual course of the Mortgage Loansbusiness. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved required to make copies of or ship documents to any party unless provisions have been made for the reimbursement of its obligations hereunder by virtue of such performance the costs thereof which shall in no event be reimbursable by the Depositor or its designeeTrustee. The Depositor shall not have any responsibility or liability for any action or failure Servicer agrees to act by fully furnish, in accordance with the Master Servicer Fair Credit Reporting Act and is not obligated its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to supervise the performance of the Master Servicer under this Agreement or otherwiseEquifax, Experian and Trans Union Credit Information Servicer, on a monthly basis.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-Eq2)

Access to Certain Documentation. (a) The Master Servicer and Special Servicer shall provide to the OTSTrustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Companion Loan Holders that are, in the case of any Certificateholder or Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OCC and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OCC or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by itor Special Servicer (which access shall be limited, in the case of the Companion Loan Holders or any regulatory authority seeking such access in respect of the Companion Loan Holders, to records relating to the Companion Loans). Nothing in this Section 3.15 shall derogate detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Companion Loan Holder, the Master Servicer shall afford the Depositor and the TrusteeSpecial Servicer may each require payment from such Certificateholder or Companion Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, upon including copy charges and reasonable notice, during normal business hours fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners of Certificates access to all records maintained the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. Upon the reasonable request of any Certifying Certificateholder or Companion Loan Holder, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Companion Loan Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer. In addition, in respect of its rights and obligations hereunder and connection with providing access to officers information pursuant to this Section 3.15, each of the Master Servicer responsible and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such obligationsinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Upon request, Each of the Master Servicer shall furnish and Special Servicer, as appropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from the Depositor Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Trustee with its most recent financial statements Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), on a monthly basis, during regular business hours at such other information time and for such duration as the Master Servicer possesses regarding its businessServicer, affairsthe Special Servicer, property and conditionthe Operating Advisor and, financial or otherwise prior to the extent related to occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative shall reasonably agree, regarding the performance and servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of Loans and Serviced Whole Loans and/or related REO Properties for which the Master Servicer hereunder or the Special Servicer, as applicable, is responsible. With respect to each AB Whole Loan where the Subordinate Companion Loan Holder or its designee is the related Whole Loan Directing Holder, upon request of such Whole Loan Directing Holder, the Special Servicer shall make a knowledgeable Servicing Officer available via telephone conference during regular business hours to verbally answer questions from such Whole Loan Directing Holder on a Business Day that is reasonably convenient to the Special Servicer and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of such Whole Loan Directing Holder. In the event the Master Servicer hereunder or exercise the rights of Special Servicer receives a request from the Controlling Class Representative to have a telephone conversation with respect to the AB Whole Loan at a time when the Trust is not the related Whole Loan Directing Holder, then the Master Servicer hereunder; provided that or the Master Servicer Special Servicer, as applicable, shall refer the Controlling Class Representative to the related Whole Loan Directing Holder. In connection with clause (ii) above, the related Whole Loan Directing Holder shall be entitled but not obligated to be relieved of any of its obligations hereunder by virtue of present and otherwise participate in such performance by the Depositor or its designee. The Depositor telephone conference, and shall not have any responsibility obligation to answer questions. In connection with clause (ii) above, the Special Servicer shall have no duty to the Trust Fund, the holders of the Controlling Class, the Controlling Class Representative or liability any other Person to receive, consider or accept any advice from the Controlling Class Representative. The Special Servicer shall not take any action, or alter any proposed action, in response to a communication from the Controlling Class Representative with respect to the related AB Whole Loan or related Mortgage Loan (prior to a Whole Loan Control Appraisal Event) unless the related Whole Loan Directing Holder has approved the same pursuant to the related Co-Lender Agreement or the Special Servicer determines that the proposed action by the related Whole Loan Directing Holder does not comply with the Servicing Standard. In any event, the Operating Advisor and the Controlling Class Representative agree to identify for any action or failure to act by the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Whole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagor that is not obligated Privileged Information, for review by the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor. After the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall deliver to supervise the Operating Advisor such reports and other information produced or otherwise available to the Controlling Class Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Master Servicer Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or otherwiseentity unless pursuant to a Privileged Information Exception.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CSAIL 2015-C1 Commercial Mortgage Trust)

Access to Certain Documentation. (a) The applicable Master Servicer and Special Servicer shall provide to any Certificateholders and the OTSServiced Companion Loan Noteholders that are federally insured financial institutions, the Federal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OTS and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Noteholder is subject, access to the documentation regarding the Mortgage Loans or the Serviced Whole Loans, as applicable, that it is servicing required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OTS or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the applicable Master Servicer designated by itor Special Servicer. In addition, upon reasonable prior written notice to the applicable Master Servicer or the Special Servicer, as the case may be, the Depositor or their accountants or other representatives shall have access to review the documents, correspondence and records of such Master Servicer or the Special Servicer, as the case may be, as they relate to a Mortgaged Property and any REO Property during normal business hours at the offices of such Master Servicer or the Special Servicer, as the case may be. Nothing in this Section 3.16 shall derogate detract from the obligation of the applicable Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding with respect to the Mortgagors Borrowers, and the failure of the applicable Master Servicer and Special Servicer to provide access as provided in this Section 3.16 as a result of such obligation shall not constitute a breach of this section. (b) The Section 3.16. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, Serviced Companion Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Noteholder, the applicable Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Master Special Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for may each require payment from such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial Certificateholder or otherwise Serviced Companion Loan Noteholder (to the extent permitted in the related Co-Lender Agreement) of a sum sufficient to cover the servicing reasonable costs and expenses of the Mortgage Loans. The Depositor mayproviding such information or access, but is not obligated to, enforce the obligations of the Master Servicer hereunder including copy charges and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunderreasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders access to the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by information described in the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by preceding paragraph the applicable Master Servicer and is not obligated the Special Servicer may require (prior to supervise affording such access) a written confirmation executed by the performance of the requesting Person substantially in such form as may be reasonably acceptable to such Master Servicer under this Agreement or otherwisethe Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder identified to the applicable Master Servicer to such Master Servicer's reasonable satisfaction, such Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder) copies of any operating statements, rent rolls and financial statements obtained by such Master Servicer or the Special Servicer; provided that, in connection therewith, the applicable Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the applicable Master Servicer or Special Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book Entry Certificates and will keep such information confidential.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Deutsche Mortgage & Asset Receiving Corp)

Access to Certain Documentation. 42 (a) The Master Servicer shall provide to the OTS, the FDIC and other federal banking regulatory agencies, and their respective examiners, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS, the FDIC and such other agencies. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by it. Nothing in this Section shall derogate from the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this section. (b) The Master Servicer shall afford the Depositor Company and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor Company and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor Company may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor Company or its designee. The Depositor Company shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Option One Mortgage Acceptance Corp)

Access to Certain Documentation. (a) The Master Borrower and Servicer shall provide will permit Agent and Lenders to the OTSconduct any examination, the FDIC and other federal banking regulatory agenciesaudit, and their respective examinersdue diligence, access Obligor audit or Obligor onsite audit visit referred to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS, the FDIC and such other agencies. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by it. Nothing in this Section shall derogate from the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this section6.13. (b) The Master Servicer Lenders and Agent (and their respective agents or third party professional advisors) shall afford have the Depositor and right under this Agreement, at the Trusteeexpense of Borrower, periodically but absent the occurrence of an Event of Default no more than four (4) times per calendar year, upon reasonable noticeprior notice to Servicer, to examine and audit, during normal business hours access to or at such other times as might be reasonable under applicable circumstances, any and all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master books, records or other information of Servicer responsible and/or Borrower or held by another for such obligations. Upon requestany of them on its behalf, concerning this Agreement or the Contracts relating to the Pledged Receivables (and in each case, the Master Obligors thereunder), and to accompany Servicer on any on-site audits at the premises of any Obligors. Lenders and Agent (and their respective agents and professional advisors) shall furnish treat as confidential any information obtained during the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but aforementioned examinations which is not obligated toalready publicly known or available; provided, enforce however, that Lenders or Agent may disclose such information if required to do so by law or by any regulatory authority. (c) Following an Event of Default, Lenders or Agent (and their respective agents or professional advisors) shall have the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer right under this Agreement to periodically contact a reasonable number of Obligors with respect to any Receivables which are Pledged hereunder in order to procure such information related to such Obligor, the related Contract and the Receivables as Lenders or otherwiseAgent deems reasonable under the circumstances; provided, however, that, notwithstanding the foregoing, both before and after the occurrence of an Event of Default, Servicer agrees that, at the request of Agent, Servicer shall contact a reasonable number of Obligors with respect to any Receivables which are Pledged hereunder in order to procure such information related to such Obligor, the related Contract and the Receivables as Lenders or Agent deems reasonable under the circumstances. Servicer and Borrower hereby agree to cooperate with Lenders and Agent (and their respective agents or professional advisors) in connection with any attempt thereby to contact any such Obligor and shall provide to Lenders and Agent such information as is needed in order to facilitate such contact. Lenders and Agent (and their respective agents and professional advisors) shall treat as confidential any information obtained during any such contact with any such Obligor which is not already publicly known or available; provided, however, that Lenders or Agent (and their respective agents or professional advisors) may disclose such information if required to do so by law or by any regulatory authority. (d) Following an Event of Default, Lenders and Agent (and their respective agents or professional advisors) shall, at their own expense, have the right under this Agreement to periodically contact any or all participants with respect to any Pledged Receivables in order to procure such information related to such participants and their participation or loan, or the related participation agreement, Contract and/or the Receivable as Lenders or Agent deems reasonable under the circumstances; provided, however, that notwithstanding the foregoing, both before and after the occurrence of an Event of Default, Servicer shall, at the request of Agent, contact any or all participants with respect to any Pledged Receivables in order to procure such information related to such participants and their participation or loan, or the related participation agreement, Contract and/or the Receivable as Lenders or Agent deems reasonable under the circumstances. Servicer and Borrower hereby agree to cooperate, and Servicer (if BRT or an Affiliate thereof) will cause BRT to cooperate, with Lenders and Agent (and their respective agents or professional advisors) in connection with any attempt thereby to contact any such participants and shall provide to Lenders and Agent such information as is needed in order to facilitate such contact. Lenders and Agent (and their respective agents and professional advisors) shall treat as confidential any information obtained during any such contact with any such participants which is not already publicly known or available; provided, however, that Lenders or Agent (and their respective agents or professional advisors) may disclose such information if required to do so by law or by any regulatory authority. (e) In the event that an Early Amortization Event has occurred, Agent and Lenders shall, at the expense of Borrower without limitation, have the right under this Agreement upon notice to Servicer, to conduct such on-site audits of Obligors under the Pledged Receivables and at the option of Agent or Lenders, to require appropriate employees of Servicer to accompany Agent or Lenders on any such on-site audits and Servicer shall cause such Obligors to comply with any requests of Agent or Lenders with respect to the foregoing. Lenders and Agent (and their respective agents and professional advisors) shall treat as confidential any information obtained during any such contact with any such Obligor which is not already publicly known or available; provided, however, that Lenders or Agent (and their respective agents or professional advisors) may disclose such information if required to do so by law or by any regulatory authority.

Appears in 1 contract

Samples: Loan and Security Agreement (BRT Realty Trust)

Access to Certain Documentation. (a) The Master Servicer and the Special Servicer shall provide to any Certificateholders that are federally insured financial institutions, the OTSFederal Reserve Board, the FDIC and other federal banking regulatory agenciesthe OTS and the supervisory agents and examiners of such boards and such corporations, and their respective examinersany other governmental or regulatory body to the jurisdiction of which any Certificateholder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTSFederal Reserve Board, the FDIC and FDIC, OTS or any such other agencies. Such governmental or regulatory body, such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated or the Special Servicer, as applicable. (b) In connection with the solicitation of bids to purchase the Mortgage Loans pursuant to Section 9.1(d), the Servicer and the Special Servicer shall provide each Qualified Offeror who has paid the non-refundable deposit required pursuant to Section 9.1(d)(vi) with access to all documents that the Auction Agent considers material to prospective purchasers in connection with their evaluation of the purchase of the Mortgage Loans and shall cooperate with the Auction Agent in order to facilitate prospective purchasers' due diligence in accordance with the Auction Procedures, including without limitation the provision of facilities in which copies of each Mortgage File may be reviewed, provision of facilities for the photocopying of documents relating to Mortgages in return for payment of expenses of such photocopying, cooperation in arranging access to Mortgaged Properties and such other matters as the Auction Agent may reasonably request; provided, however, that the Servicer or the Special Servicer, as applicable, shall be entitled to be compensated by it. Qualified Offerors for its costs of providing such access, cooperation and facilities.] (c) Nothing in this Section 3.16 shall derogate detract from the obligation of the Master Servicer or the Special Servicer to observe any applicable law or any provisions of the Mortgage Loan Documents prohibiting disclosure of information regarding with respect to the Mortgagors Borrowers or the Mortgage Loans, and the failure of the Master Servicer or the Special Servicer, as applicable, to provide access as provided in this Section 3.16 as a result of such obligation shall not constitute a breach of this sectionSection 3.16. (b) The Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)

Access to Certain Documentation. (a) The Master Servicer shall provide provide, and shall cause any Subservicer to provide, to the OTSSeller and the Trustee, access to the documentation in their possession regarding the related Mortgage Loans and REO Properties and to the Certificateholders, the FDIC and other federal banking regulatory agenciesFDIC, and their respective examiners, the supervisory agents and examiners of the FDIC (to which the Trustee shall also provide) access to the documentation regarding the related Mortgage Loans required by applicable regulations of the OTSregulations, the FDIC and such other agencies. Such access shall be being afforded without charge, charge but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer or the Subservicers that are designated by it. Nothing in this Section these entities; PROVIDED, HOWEVER, that, unless otherwise required by law, the Trustee, the Master Servicer or the Subservicer shall derogate from not be required to provide access to such documentation if the obligation provision thereof would violate the legal right to privacy of any Mortgagor; PROVIDED, FURTHER, HOWEVER, that the Trustee shall coordinate its requests for such access so as not to impose an unreasonable burden on, or cause an unreasonable interruption of, the business of the Master Servicer to observe or any applicable law prohibiting disclosure of information regarding Subservicer. The Master Servicer, the Mortgagors Subservicers and the failure Trustee shall allow representatives of the above entities to photocopy any of the documentation and shall provide equipment for that purpose at a charge that covers their own actual out-of-pocket costs. Upon reasonable advance notice in writing, the Master Servicer will provide to provide each Certificateholder that is a savings and loan association, bank, or insurance company certain reports and reasonable access as provided to information and documentation regarding the Mortgage Loans sufficient to permit the Certificateholder to comply with applicable regulations of the OTS or other regulatory authorities with respect to investment in this Section as a result of such obligation shall not constitute a breach of this section. (b) the Certificates. The Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access be entitled to all records maintained be reimbursed by each such Certificateholder for actual expenses incurred by the Master Servicer in respect of its rights providing the reports and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor and the Trustee with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise to the extent related to the servicing of the Mortgage Loans. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwiseaccess.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc)

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