Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 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 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 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 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 entity 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable the Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and Consulting is continuing), the Operating Advisor and the Risk Retention Consultation Party (to the extent such Consulting the Risk Retention Consultation 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 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), the Operating Advisor and any the Risk Retention Consultation Party (to the extent such 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any the Risk Retention Consultation Party, as applicable, agrees 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 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 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 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 or the Special Servicer, as applicable, on the one hand, and applicable 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 the Risk Retention Consultation Party (to the extent 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 Trust Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any the Risk Retention Consultation Party, as applicable, agrees 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 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 Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The With respect to 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, the Uncertificated VRR Interest Owner Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 or the Special Servicer, as applicable, on the one hand, and applicable 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 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 Trust Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 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 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 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, pursuant to Section 3.29(j3.29(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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable the Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and Consulting is continuing), the Operating Advisor and any Risk Retention Consultation Party (to the extent such Consulting Risk Retention Consultation 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 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any a Risk Retention Consultation Party, as applicable, agrees 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 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 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 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder related Serviced Companion Loan Holder, the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicableany related Serviced Companion Loan Holder, on the one hand, Operating Advisor (after the occurrence and during the Directing Holder (unless, if continuance of a Control Termination Event) and 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 (prior to the extent such Risk Retention occurrence and continuance of a Consultation Party has consultation rights pursuant to Section 6.09), as applicable, on the other hand, 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 or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees and the related Directing Holder 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 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 Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except 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 -243- 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 (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-C34), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 or the Special Servicer, as applicable, on the one hand, and applicable 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 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 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 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 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 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 entity 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.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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder related Serviced Companion Loan Holder, the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicableany related Serviced Companion Loan Holder, on the one hand, Operating Advisor (after the occurrence and during the Directing Holder (unless, if continuance of a Control Termination Event) and 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 (prior to the extent such Risk Retention occurrence and continuance of a Consultation Party has consultation rights pursuant to Section 6.09), as applicable, on the other hand, 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 or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees and the related Directing Holder 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 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 Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except 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 6 contracts
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-C1), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. - 303 - Each of the Master Servicer and the 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 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 or the Special Servicer, as applicable, on the one hand, and the such applicable 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 Risk Retention Consultation Party has consultation rights pursuant to Section 6.09)or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Trust Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the each applicable Directing Holder, the Operating Advisor Holder or any Risk Retention Consultation applicable Consulting Party, as applicable, agrees 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 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 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 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 Owners or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 or the Special Servicer, as applicable, on the one hand, and the such applicable 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 Risk Retention Consultation Party has consultation rights pursuant to Section 6.09)or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the each applicable Directing Holder, the Operating Advisor Holder or any Risk Retention Consultation applicable Consulting Party, as applicable, agrees 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 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 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 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 Owners or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity 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 (Benchmark 2022-B37 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event) and the related Directing Holder and Consulting Party (prior to the extent such 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 applicableoccurrence and continuance of an applicable Consultation Termination Event), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer or Servicer, the Special Servicer, as applicable, on the one hand, Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event) and the related 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 (prior to the extent such Risk Retention occurrence and continuance of an applicable Consultation Party has consultation rights pursuant to Section 6.09), as applicable, on the other hand, 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 or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees and the related Directing Holder 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 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 Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuation of an applicable Control Termination Event, the Special Servicer shall deliver (to 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 related Directing Holder or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence and continuance of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 Mortgage Loans and Serviced Mortgage Whole Loans and/or related REO Properties for which the Master Servicer 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 such Whole Loan Directing Holder. In 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 AB Whole Loan at a time when the Trust is not the related Whole Loan Directing Holder, then the Master Servicer or the 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 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 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 Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan CombinationWhole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder 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 Mortgagor that is not Privileged Information, for review by the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except unless (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreementa Privileged Information Exception, 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 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 or the Special Servicer, as applicable, on the one hand, and the such applicable 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 Risk Retention Consultation Party has consultation rights pursuant to Section 6.09)or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Trust Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the each applicable Directing Holder, the Operating Advisor Holder or any Risk Retention Consultation applicable Consulting Party, as applicable, agrees 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 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 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 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 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 entity except (i) with respect to Privileged Information, pursuant to Section 3.29(j3.29(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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable the Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and Consulting is continuing), the Operating Advisor and any Risk Retention Consultation Party (to the extent such Consulting Risk Retention Consultation 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 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 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 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 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence and continuance of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and Whole Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan CombinationWhole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder 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 related Companion Loans, the related Mortgaged Properties and/or the related Mortgagors Mortgagor that is not Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party (to during the extent such 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 continuance of a monthly basis, during regular business hours at such time and for such duration as the Master Servicer or the Special Servicer, as applicable, on the one hand, 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), 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 any Risk Retention Consultation Party during the continuance of a Control Termination Event) and the Directing Holder (to unless, if the extent such Risk Retention Consultation Party Controlling Class Representative is the related Directing Holder, a Control Termination Event has consultation rights pursuant to Section 6.09), as applicable, on the other hand, 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 or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees and the related Directing Holder 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 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 Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence and continuance of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and Serviced Whole Loan and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan CombinationWhole Loan) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder 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 LoansLoan, the related Mortgaged Properties and/or the related Mortgagors Mortgagor that is not Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 or the Special Servicer, as applicable, on the one hand, and the such applicable 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 Risk Retention Consultation Party has consultation rights pursuant to Section 6.09)or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the each applicable Directing Holder, the Operating Advisor Holder or any Risk Retention Consultation applicable Consulting Party, as applicable, agrees 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 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 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 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 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 entity 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Trust Certificateholder, a Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Trust Certificateholder or Serviced Companion Loan Holder, the Master Servicer and the Special Servicer may each require payment from such Trust Certificateholder or Serviced 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 Trust Certificateholders or beneficial owners of Trust Certificates access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 or the Special Servicer, as applicable, on the one hand, and the such applicable 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 Risk Retention Consultation Party has consultation rights pursuant to Section 6.09)or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Trust Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the each applicable Directing Holder, the Operating Advisor Holder or any Risk Retention Consultation applicable Consulting Party, as applicable, agrees 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 Serviced Loan CombinationWhole 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 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 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 VRR Interest Owner Owners or Trust Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 or the Special Servicer, as applicable, on the one hand, and the such applicable 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 Risk Retention Consultation Party has consultation rights pursuant to Section 6.09)or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the each applicable Directing Holder, the Operating Advisor Holder or any Risk Retention Consultation applicable Consulting Party, as applicable, agrees 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 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 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 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 Owners or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, pursuant to Section 3.29(j3.29(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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable 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 Consulting is continuing) and any Risk Retention Consultation Party (to the extent such Consulting Risk Retention Consultation 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 or the Special Servicer, as applicable, on the one hand, and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event), 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 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 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 Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuance of Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, pursuant to Section 3.29(j3.29(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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 PurchasersRating Agencies, the Depositor and Depositor, any Certificateholders and Serviced the Companion Loan Holders Noteholders that are, in the case of any Certificateholder or Serviced Companion Loan Holdereach case, federally insured financial institutions, the Federal Reserve Board, the FDIC and the OCC OTS and the supervisory agents and examiners of such boards and such corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced the Companion Loan Holder Noteholders is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC OTS or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders Noteholders or any regulatory authority seeking such access in respect of the Serviced Companion Loan HoldersNoteholders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 3.16 shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 3.16 as a result of such obligation shall not constitute a breach of this Section 3.153.16. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced the Companion Loan Holder Noteholders or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan HolderNoteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available 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 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 connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, in connection with providing access to information pursuant to this Section 3.153.16, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 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 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 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 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 entity 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 (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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 HolderCertificateholder, federally insured financial institutions, the Federal Reserve Board, the FDIC and the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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)Servicer. Nothing in this Section 3.15 shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 Certificateholder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan HolderCertificateholder, the Master Servicer and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence and continuance of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder 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 Mortgagor that is not Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation 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. The Master Servicer and Special Servicer shall provide to the Trustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination EventEvent 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 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 (i) 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 Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, the Master Servicer and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such Consulting Party has consultation rights pursuant occurrence and continuance of a Consultation Termination Event and other than in respect of any Excluded Loan then subject to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29 or Section 6.09, as applicablean Exclusion Period), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence and continuance of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 Mortgage Loans and Serviced Mortgage Whole Loans and/or related REO Properties for which the Master Servicer 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 such Whole Loan Directing Holder. In 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 AB Whole Loan at a time when the Trust is not the related Whole Loan Directing Holder, then the Master Servicer or the 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 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 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 Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan CombinationWhole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder 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 Mortgagor that is not Privileged Information, for review by the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall deliver (to 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 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 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 entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 or the Special Servicer, as applicable, on the one hand, and the such applicable 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 Risk Retention Consultation Party has consultation rights pursuant to Section 6.09)or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the each applicable Directing Holder, the Operating Advisor Holder or any Risk Retention Consultation applicable Consulting Party, as applicable, agrees 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 Serviced Loan CombinationWhole 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 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 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 Owners or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity 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 (Benchmark 2023-B39 Mortgage Trust), Pooling and Servicing Agreement (BBCMS Mortgage Trust 2023-C19)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, the Certificate Administrator, the Controlling Class Representative 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Directing Holder and Consulting Party (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence and continuance of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees and the Directing Holder 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 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 Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver (to 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 Directing Holder or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 to 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 in an Investor Certification, the Master Servicer shall provide (or forward electronically) (at the expense of such Controlling Class Certificateholder) any Excluded Information (not accessible through the Certificate Administrator’s Website) relating to any Excluded Controlling Class Mortgage Loan with respect to which such Controlling Class Certificateholder is not an Excluded Controlling Class Holder; provided that, in connection therewith, the Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer generally to the effect that such Person is a Holder of Certificates or 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. In addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder related Serviced Companion Loan Holder, the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicableany related Serviced Companion Loan Holder, on the one hand, Operating Advisor (after the occurrence and during the Directing Holder (unless, if continuance of a Control Termination Event) and 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 (prior to the extent such Risk Retention occurrence and continuance of a Consultation Party has consultation rights pursuant to Section 6.09), as applicable, on the other hand, 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 or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees and the related Directing Holder 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 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 Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Trust Certificateholder, a Serviced Companion Loan Holder or any regulatory authority that may exercise authority over a Trust Certificateholder or Serviced Companion Loan Holder, the Master Servicer and the Special Servicer may each require payment from such Trust Certificateholder or Serviced 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 Trust Certificateholders or beneficial owners of Trust Certificates access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 or the Special Servicer, as applicable, on the one hand, and the such applicable 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 Risk Retention Consultation Party has consultation rights pursuant to Section 6.09)or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Trust Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the each applicable Directing Holder, the Operating Advisor Holder or any Risk Retention Consultation applicable Consulting Party, as applicable, agrees 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 Serviced Loan CombinationWhole 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 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 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 Owners or Trust Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 HolderCertificateholder, federally insured financial institutions, the Federal Reserve Board, the FDIC and the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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)Servicer. Nothing in this Section 3.15 shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 Certificateholder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan HolderCertificateholder, the Master Servicer and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence and continuance of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder 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 or the related Mortgagors Mortgagor that is not Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 PurchasersDepositor, 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 the OCC OTS and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC OTS or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, (i) make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence and continuance of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 (or a 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 responsibleresponsible and (ii) with respect to each Whole Loan where the 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 such Whole Loan Directing Holder. In 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 related Whole Loan Directing Holder, then the Master Servicer or the 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 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 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 Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan CombinationWhole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder 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 or the related Mortgagors Mortgagor that is not Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence and continuance of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 Mortgage Loans and Serviced Mortgage Whole Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. 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. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan CombinationWhole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder 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 Mortgagor that is not Privileged Information, for review by the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, (i) make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence and continuance of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and Serviced Whole Loan and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsibleresponsible and (ii) 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 such Whole Loan Directing Holder. In 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 AB Whole Loan at a time when the Trust is not the related Whole Loan Directing Holder, then the Master Servicer or the 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 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 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 Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan CombinationWhole Loan) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder 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 LoansLoan, the related Mortgaged Properties and/or the related Mortgagors Mortgagor that is not Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable the Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and Consulting Party (to is continuing) and the extent such 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)Operating Advisor, on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer 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 and any Risk Retention Consultation Party (to the extent such Risk Retention Consultation Party has consultation rights pursuant to Section 6.09)Advisor, as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, Holder or the Operating Advisor or any Risk Retention Consultation PartyAdvisor, as applicable, agrees 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 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 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 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence and continuance of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder 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 Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation 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. The Master Servicer and Special Servicer shall provide to the Trustee[, the Certificate Administrator], the Controlling Subordinate Class Representative (but only prior to the occurrence and continuance of any during a Subordinate Control Period or a Collective Consultation Termination EventPeriod), the Operating Trust Advisor, the Underwriters, the Initial PurchasersDepositor, the Depositor and any Certificateholders and Serviced Companion Loan Holders Non-Trust Mortgage Interest Holder that are, in the case of any Certificateholder or Serviced Companion Loan and the Non-Trust Mortgage Interest Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and the OCC OTS and the supervisory agents and examiners of such boards and such corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan the Non-Trust Mortgage Interest Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC OTS or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders Non-Trust Mortgage Interest Holder or any regulatory authority seeking such access in respect of the Serviced Companion Loan HoldersNon-Trust Mortgage Interest Holder, to records relating to the Serviced Companion LoansNon-Trust Mortgage Interest). Nothing in this Section 3.15 shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan the Non-Trust Mortgage Interest Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Non-Trust Mortgage Interest Holder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Non-Trust Mortgage Interest 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan Non-Trust Mortgage Interest if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, (i) make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Trust Advisor (during a Collective Consultation Period or a Senior Consultation Period) and Consulting Party the Subordinate Class Representative (to the extent such Consulting Party has consultation rights pursuant to any related Co-Lender Agreement during a Subordinate Control Period or pursuant to Section 3.21, Section 3.29 or Section 6.09, as applicablea Collective Consultation Period), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer or Servicer, the Special Servicer, as applicablethe Trust Advisor and, on during a Subordinate Control Period or a Collective Consultation Period, the one hand, and the Directing Holder (unless, if the Controlling Subordinate 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 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 (or the Loan Combination where the Trust is the Loan Combination Directing Holder) and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsibleresponsible and (ii) with respect to each Loan Combination where the Non-Trust Mortgage Interest Holder or its designee is the Loan Combination Directing Holder, 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 reasonably convenient to the Special Servicer and the Subordinate Class Representative . In the event the Master Servicer or the 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 or the 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 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 Subordinate Class Representative or 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 Directing Holder, Trust Advisor and the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees Subordinate 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 Serviced the Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder Subordinate Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 M-5 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 During a Collective Consultation Period 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 Privileged Information, for review by the Depositor, the Trustee, the Master Servicera Senior Consultation Period, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to the extent available to the Special Servicer) to the Operating Trust Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Subordinate Class Representative, the Uncertificated VRR Interest Owner Representative or Certificateholders generally, as requested by the Operating Trust Advisor in support of the performance of the Operating Trust Advisor’s obligations under this Agreement in electronic format. The Operating 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 Operating Trust Advisor under this Agreement and shall not disclose such information to any other Person or entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation Exception.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (RBS Commercial Funding Inc.), Pooling and Servicing Agreement (RBS Commercial Funding Inc.)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, 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 PurchasersDepositor, the Depositor and any Certificateholders and Serviced Companion Loan Holders Holder that are, in the case of any Certificateholder or Serviced and the Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and the OCC OTS and the supervisory agents and examiners of such boards and such corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced the Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC OTS or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders Holder or any regulatory authority seeking such access in respect of the Serviced Companion Loan HoldersHolder, to records relating to the Serviced Companion LoansLoan). Nothing in this Section 3.15 shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced the Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, the Master Servicer and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, (i) make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence and continuance of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 (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 responsibleresponsible 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. In 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 Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan Combinationthe Whole Loan) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 M-5 to this Agreement and an Investor Certification. In addition, the Master Servicer and the 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 servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or Special Servicer, as the case may be, is responsible. The Master Servicer and the Special Servicer each may (but shall not be required to), in accordance with condition such rules disclosure upon such Beneficial Owner entering into a confidentiality agreement regarding such disclosure to it. After the occurrence and procedures as it may adopt in its sole discretion, make available through during 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 Privileged Information, for review by the Depositor, the Trustee, the Master Servicercontinuation of a Control Termination Event, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 PurchasersDepositor, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence and continuance of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and Whole Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan CombinationWhole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder 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 Mortgagor that is not Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any the Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event) and the related Directing Holder and Consulting Party (prior to the extent such 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 applicableoccurrence and continuance of an applicable Consultation Termination Event), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer or Servicer, the Special Servicer, as applicable, on the one hand, Operating Advisor (after the occurrence and during the continuance of an applicable Control Termination Event) and the related 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 (prior to the extent such Risk Retention occurrence and continuance of an applicable Consultation Party has consultation rights pursuant to Section 6.09), as applicable, on the other hand, 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 or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees and the related Directing Holder 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 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 Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuation of an applicable Control Termination Event, the Special Servicer shall deliver (to 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 related Directing Holder or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation 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. The Master Servicer and Special Servicer shall provide to the Trustee, 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, are federally insured financial institutions, the Federal Reserve Board, the FDIC and the OCC OTS and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC OTS or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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)Servicer. Nothing in this Section 3.15 3.16 shall detract from require the obligation of the Master Servicer and Special Servicer to observe violate, in the judgment of the Servicer or Special Servicer, as applicable, any applicable law prohibiting disclosure of information with respect to the MortgagorsBorrowers, and the failure of the Master Servicer and or Special Servicer to provide access as provided in this Section 3.15 3.16 as a result of such obligation law shall not constitute a breach of this Section 3.153.16. The Servicer or the Special Servicer may require that such party execute a reasonable confidentiality agreement customary in the industry (and approved by the Depositor) with respect to such information. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder Certificateholder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan HolderCertificateholder, the Master Servicer and the Special 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, including including, without limitation, copy charges and and, in the case of any such party requiring on site review in excess of three Business Days, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 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 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 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 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 entity 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 1 contract
Samples: Pooling and Servicing Agreement (Asset Securitization Corp)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, 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, are federally insured financial institutions, the Federal Reserve Board, the FDIC and the OCC OTS and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC OTS or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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)Servicer. Nothing in this Section 3.15 3.16 shall detract from require the obligation of the Master Servicer and Special Servicer to observe violate, in the judgment of the Servicer or Special Servicer, as applicable, any applicable law prohibiting disclosure of information with respect to the MortgagorsBorrowers, and the failure of the Master Servicer and or Special Servicer to provide access as provided in this Section 3.15 3.16 as a result of such obligation law shall not constitute a breach of this Section 3.153.16. The Servicer or the Special Servicer may require that such party execute a reasonable confidentiality agreement customary in the industry with respect to such information. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder Certificateholder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan HolderCertificateholder, the Master Servicer and the Special 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, including including, without limitation, copy charges and and, in the case of any such party requiring on site review in excess of three Business Days, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 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 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 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 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 entity 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 1 contract
Samples: Pooling and Servicing Agreement (Asset Securitization Corp Com Mor Ps THR Cert Ser 1999-C2)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the Serviced Companion Loan Holders Noteholders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, are federally insured financial institutions, the Federal Reserve Board, the FDIC and the OCC OTS and the supervisory agents and examiners of such boards and such corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder 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 Federal Reserve Board, FDIC, OCC OTS or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable written request and during normal business hours at the offices of the Master Servicer or Special Servicer. In addition, upon reasonable prior written notice to the Master Servicer (which access shall be limitedor the Special Servicer, in 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 Companion Loan Holders or any regulatory authority seeking such access in respect REO Property during normal business hours at the offices of the Serviced Companion Loan HoldersMaster Servicer or the Special Servicer, to records relating to as the Serviced Companion Loans)case may be. Nothing in this Section 3.15 3.16 shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the MortgagorsBorrowers, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 3.16 as a result of such obligation shall not constitute a breach of this Section 3.153.16. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder Noteholder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan HolderNoteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder 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, 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, paragraph the Master Servicer and the Special Servicer shall 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 Book Entry Certificates and will keep such information confidential. In addition, in connection with providing access Upon the reasonable request of any Certificateholder identified to information pursuant to this Section 3.15, each of the Master Servicer and to the Special Servicer may (i) affix a Master Servicer's 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 items would constitute a waiver of the attorney-client privilege. Each of satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder) copies of any operating statements, rent rolls and the 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 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 financial statements obtained by the Master Servicer or the Special Servicer; provided that, 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)in connection therewith, the Operating Advisor and any Risk Retention Consultation Party (Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees to identify for the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior generally to the related monthly conference) the applicable Mortgage Loans (effect that such Person is a Holder of Certificates 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 beneficial holder of Exhibit M-4 to this Agreement Book Entry Certificates 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 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 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 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 will keep such information to any other Person or entity 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 Agreementconfidential.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (COMM 2006-C7 Mortgage Trust)
Access to Certain Documentation. The Master Servicer and the Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and the Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence and continuance of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 Mortgage Loans and Serviced Mortgage Whole Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. 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. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan CombinationWhole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder 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 Mortgagor that is not Privileged Information, for review by the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except unless (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreementa Privileged Information Exception, 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 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. The Master Servicer and Special Servicer shall provide (a) to the Trustee, 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 PurchasersDepositor, the Depositor and any Certificateholders and Serviced the Companion Loan Interest Holders that are, in the case of any Certificateholder or Serviced and any Companion Loan Interest Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and the OCC OTS and the supervisory agents and examiners of such boards and such corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced the Companion Loan Holder Interest Holders is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC 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 documentation regarding the Mortgage Loans, in each case such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Interest Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan Interest Holders, to records relating to the Serviced Companion LoansInterests). Nothing in this Section 3.15 shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced the Companion Loan Holder Interest Holders or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Interest Holder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Interest 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan Interest if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, (i) make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 (or any 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 responsibleresponsible and (ii) with respect to each Whole Loan where the Companion Interest 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. In 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 a Whole Loan for which the Trust is not a 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, such 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 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 Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan CombinationWhole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder Operating Advisor and the Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 N-4 to this Agreement and an Investor Certification. The Master Servicer may (but shall not be required to), in accordance with such rules After the occurrence and procedures as it may adopt in its sole discretion, make available through during 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 Privileged Information, for review by the Depositor, the Trustee, the Master Servicercontinuation of a Control Termination Event, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Operating Advisor’s 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 this the Pooling and Servicing Agreement and shall not disclose such information to any other Person or entity except (i) with respect unless required to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any do so by law; provided that such information other than Privileged Information, may be disclosed to the extent necessary to support its conclusions in its auditors and regulators of the Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this AgreementAdvisor.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gs Mortgage Securities Corp Ii)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the to the Trustee, the Certificate AdministratorTrust Administrator and the Depositor, at the request of the Office of the Comptroller of the Currency, the Controlling Class Representative (but only prior to the occurrence and continuance Office of any Consultation Termination Event)Thrift Supervision, 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 the OCC and the supervisory agents and examiners of such boards and such corporationsFDIC, and any other governmental federal or state banking or insurance regulatory body to the jurisdiction of which authority that may exercise authority over any Certificateholder or Serviced Companion Loan Holder is subjectCertificateholder, access to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such laws and regulations. Such access being shall be afforded without charge charge, but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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)designated by it. Nothing in this Section 3.15 shall detract from limit the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors (absent proof that it is in compliance with respect to the Mortgagors, applicable law) 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 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 and the Special 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, 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 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 confidentialSection. In addition, in connection with providing access to information pursuant the documentation regarding the Mortgage Loans will be provided to this Section 3.15the Trust Administrator, each the NIMS Insurer, the Trustee, on behalf of the Master Servicer and the Special Servicer may (i) affix Certificateholders or a reasonable disclaimer prospective transferee of a Certificate, subject 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 confidentiality agreement in form and substance satisfactory to the Servicer, upon reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in written request during normal business hours at the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would constitute a waiver offices of the attorney-client privilege. Each Servicer designated by it at the expense of the Master Person requesting such access. Nothing in this Section 3.22 shall require the Servicer and to collect, create, collate or otherwise generate any information that it does not generate in its usual course of business. The Servicer shall not be required to make copies of or ship documents to any party unless provisions have been made for the 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 reimbursement of the costs thereof. To the extent the Servicer has serviced the Mortgage Loans during the sixty (60) day period prior to the extent such Consulting Party has consultation rights pursuant Cut-off Date, the Servicer agrees to any related Co-Lender Agreement 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 pursuant to Section 3.21, Section 3.29 or Section 6.09, as applicable), their successors (the “Credit Repositories”) in a timely manner on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 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 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 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 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 entity 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 1 contract
Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2007-He2)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence and continuance of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and Whole Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan CombinationWhole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder 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 related Companion Loans, the related Mortgaged Properties and/or the related Mortgagors Mortgagor that is not Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuation of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Operating Advisor’s obligations under this Agreement in electronic format. The Operating Advisor hereby 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 entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation Exception.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 or the Special Servicer, as applicable, on the one hand, and the such applicable 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 Risk Retention Consultation Party has consultation rights pursuant to Section 6.09)or Consulting Party, as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Trust Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the each applicable Directing Holder, the Operating Advisor Holder or any Risk Retention Consultation applicable Consulting Party, as applicable, agrees 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 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 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 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 Owners or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity 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 1 contract
Samples: Pooling and Servicing Agreement (BMO 2022-C1 Mortgage Trust)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the TrusteeOffice of Thrift Supervision, 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 the OCC and the supervisory agents and examiners of such boards and such corporationsFDIC, and any other governmental federal or state banking or insurance regulatory body to the jurisdiction of which authority that may exercise authority over any Certificateholder or Serviced Companion Loan Holder is subjectCertificate Owner, access to the documentation in the Servicer's possession regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such laws and regulations. Such access being shall be afforded without charge charge, but only upon reasonable two business days prior written request and during normal business hours at the offices of the Master Servicer designated by it. Payments on the Mortgage Loans, including any Principal Prepayments in full, made in accordance with the related Mortgage File will be entered into the Servicer's set of records no more than two Business Days after receipt, and allocated to principal or Special Servicer (which access shall be limited, interest as specified in the case related Mortgage File. In addition, access to the documentation in the Servicer's possession regarding the Mortgage Loans will be provided to any Certificateholder or Certificate Owner, the Trustee and to any Person identified to the Servicer as a prospective transferee of a Certificate; provided, however, that providing access to such Person will not violate any applicable laws, upon reasonable request during normal business hours at the offices of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect Servicer designated by it at the expense of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans)Person requesting such access. Nothing in this Section 3.15 shall detract from limit the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to regarding the Mortgagors, Mortgagors and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 3.22 as a result of such obligation shall not constitute a breach of this Section 3.153.22. (b) In connection with providing or granting each case, access to any information or access pursuant to documentation regarding 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 and the Special 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, including copy charges and reasonable fees for employee time and for space; provided that no charge Mortgage Loans 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 require (prior to affording such access) a written confirmation executed by conditioned upon the requesting Person substantially party's acknowledgement 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 writing 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 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 reasonably satisfactory to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors Servicer regarding any information that is not Privileged Information, for review by required to remain confidential under the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to 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 Xxxxx-Xxxxx-Xxxxxx Act of the performance of the 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 entity 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 Agreement1999.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (New Century Mortgage Securities Inc)
Access to Certain Documentation. The Master Servicer shall provide, and Special Servicer shall provide cause any Subservicer to provide, to the Seller and the Trustee, access to the Certificate Administratordocumentation in their possession regarding the related Mortgage Loans and REO Properties and to the Certificateholders, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event)FDIC, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any other governmental or regulatory body the FDIC (to which the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subject, Trustee shall also provide) access to the documentation regarding the related Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC or any such governmental or regulatory bodyregulations, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or Special Servicer (which access shall be limitedthe Subservicers that are designated by these entities; PROVIDED, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan HoldersHOWEVER, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the Mortgagorsthat, 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 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 and the Special 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, 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 unless otherwise required to be given or made available without charge under applicable by 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 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 Privileged Information, for review by the Depositor, the Trustee, the Master Servicer or the Subservicer shall not be required to provide access to such documentation if the 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 or any Subservicer. The Master Servicer, the Special Servicer Subservicers and the Operating AdvisorTrustee 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. The Special Upon reasonable advance notice in writing, the Master Servicer shall deliver (will provide to the extent available to the Special Servicer) to the Operating Advisor such each Certificateholder that is a savings and loan association, bank, or insurance company certain reports and other reasonable access to information produced or otherwise available and documentation regarding the Mortgage Loans sufficient to any Outside Controlling Note Holder, permit the Controlling Class Representative, the Uncertificated VRR Interest Owner or Certificateholders generally, as requested by the Operating Advisor in support Certificateholder to comply with applicable regulations of the performance of the 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 OTS or other Person or entity except (i) regulatory authorities with respect to Privileged Information, pursuant investment in the Certificates. The Master Servicer shall be entitled to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than Privileged Information, to be reimbursed by each such Certificateholder for actual expenses incurred by the extent necessary to support its conclusions Master Servicer in its Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreementproviding the reports and access.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, OTS and the Certificate Administrator, FDIC and to comparable regulatory authorities supervising Holders of subordinated Notes or Certificates and the Controlling Class Representative (but only prior to examiners and supervisory agents of 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 BoardOTS, the FDIC and the OCC and the supervisory agents and examiners of such boards and such corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder is subjectauthorities, access to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, OTS and the FDIC, OCC or any such governmental or regulatory body, such . Such access being shall be afforded without charge charge, but only upon reasonable and prior written request and during normal business hours at the offices of designated by the Master Servicer or 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)Servicer. Nothing in this Section 3.15 shall detract from limit the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to regarding 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 3.15Section. In connection with providing or granting any information or access pursuant (p) Form 10-D Reporting. Within 15 days after each Distribution Date (subject to permitted extensions under 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 HolderExchange Act), the Master Servicer shall prepare and file on behalf of the Special Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Master Servicer may shall file each require payment from such Certificateholder or Serviced Companion Loan Holder Form 10-D with a copy of a sum sufficient the related Monthly Statement attached thereto. Any disclosure in addition 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 Monthly Statement that no charge may be made if such information or access was is required to be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of Certificates access the Issuer pursuant to the information described in the preceding paragraph, following paragraph and the Master Servicer and will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the Special Servicer shall require next paragraph. As set forth on Exhibit E hereto, within 5 calendar days after the related Distribution Date, (prior to affording such accessi) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to Servicer, the Master Servicer or the Special ServicerTrustee shall be required to provide to the Trustee, to the extent 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 Issuer, the form and substance of the Additional Form 10-D Disclosure, and (iii) the Issuer will approve, as to form and substance, or disapprove, as the case may be, generally to the effect that such Person is a Holder inclusion of Certificates the Additional Form 10-D Disclosure on Form 10-D. The Issuer will be responsible for any reasonable fees and expenses assessed or a beneficial holder of book entry Certificates and will keep such information confidential. In addition, incurred by the Trustee in connection with providing access to information including any Additional Form 10-D Disclosure on Form 10-D pursuant to this Section 3.15paragraph. After preparing the Form 10-D, each the Trustee shall forward electronically a draft copy of the Form 10-D to the Issuer and the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilegereview. Each of the Master Servicer and the 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 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 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees to identify for the Master Servicer and the Special Servicer in advance (but at least two (2) No later than 2 Business Days prior to the 15th calendar day after the related monthly conferenceDistribution Date, a senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the applicable Mortgage Loans (Trustee. If a Form 10-D cannot be filed on time or Serviced Loan Combination) and/or REO Properties it intends if a previously filed Form 10-D needs to discuss. As a condition to such disclosurebe amended, the related Directing Holder shall execute Trustee will follow the procedures set forth in Section 3(s). Promptly (but no later than 1 Business Day) after filing with the Commission, the Trustee will make available on its internet website a confidentiality agreement substantially in final executed copy of each Form 10-D. The signing party at the form of Exhibit M-4 Master Servicer can be contacted at [______]. Each party 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 acknowledges that the performance by the Trustee of its sole discretion, make available through the Master Servicer’s website or otherwise, any additional information relating duties under this Section 3(p) related to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that timely preparation and filing of Form 10-D is not 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 the extent available to the Special Servicer) to the Operating Advisor contingent upon 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 parties strictly observing all applicable deadlines in support of the performance of the Operating Advisor’s obligations their duties under this Agreement in electronic formatSection 3(p). The Operating Advisor hereby agrees that it Trustee shall use the information provided to it by the Special Servicer solely have no liability for purposes any loss, expense, damage, claim arising out of performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or entity except (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) 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 obtain or receive, on a timely basis, any information from any other than Privileged Informationparty hereto needed to prepare, to the extent necessary to support arrange for execution or file such Form 10-D, not resulting from its conclusions in its Operating Advisor Annual Report required under Section 3.29 of this Agreement own negligence, bad faith or to discharge its other duties under this Agreementwillful misconduct.
Appears in 1 contract
Samples: Master Servicing Agreement (J P Morgan Acceptance Corp I)
Access to Certain Documentation. The applicable Master Servicer and Special Servicer shall provide to the Trustee, 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 the Serviced Companion Loan Holders Noteholders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, are federally insured financial institutions, the Federal Reserve Board, the FDIC and the OCC OTS and the supervisory agents and examiners of such boards and such corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder 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 Federal Reserve Board, FDIC, OCC OTS or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable written request and during normal business hours at the offices of the applicable Master Servicer or Special Servicer. In addition, upon reasonable prior written notice to the applicable Master Servicer (which access shall be limitedor the Special Servicer, in 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 Serviced Companion Loan Holders 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 any regulatory authority seeking such access in respect of the Serviced Companion Loan HoldersSpecial Servicer, to records relating to as the Serviced Companion Loans)case may be. Nothing in this Section 3.15 3.16 shall detract from the obligation of the applicable Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the MortgagorsBorrowers, and the failure of the applicable Master Servicer and Special Servicer to provide access as provided in this Section 3.15 3.16 as a result of such obligation shall not constitute a breach of this Section 3.153.16. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder Noteholder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan HolderNoteholder, the applicable Master Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder 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, 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, paragraph the applicable Master Servicer and the Special Servicer shall 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 such 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 Book Entry Certificates and will keep such information confidential. In addition, in connection with providing access Upon the reasonable request of any Certificateholder identified to information pursuant to this Section 3.15, each of the applicable Master Servicer and the Special to such Master Servicer's reasonable satisfaction, such Master Servicer may provide (ior forward electronically) affix a reasonable disclaimer to any information provided by it for which it is not (at the original source (without suggesting liability on the part expense of such Certificateholder) copies of any other party hereto); (ii) affix to any information provided operating statements, rent rolls and financial statements obtained 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 items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 or the Special Servicer; provided that, 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)in connection therewith, the Operating Advisor and any Risk Retention Consultation Party (applicable Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees to identify for the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior generally to the related monthly conference) the applicable Mortgage Loans (effect that such Person is a Holder of Certificates 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 beneficial holder of Exhibit M-4 to this Agreement Book Entry Certificates 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 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 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 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 will keep such information to any other Person or entity 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 Agreementconfidential.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Mortgage & Asset Receiving Corp)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the Serviced Companion Loan Holders that are, in the case Noteholders (and any registered holder or beneficial owner of any Certificateholder or Serviced Companion Loan Holder, Securities) that are federally insured financial institutions, the Federal Reserve Board, the FDIC and the OCC OTS and the supervisory agents and examiners of such boards and such corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder 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 Federal Reserve Board, FDIC, OCC OTS or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable written request and during normal business hours at the offices of the Master Servicer or Special Servicer. In addition, upon reasonable prior written notice to the Master Servicer (which access shall be limitedor the Special Servicer, in 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 Serviced Companion Loan Holders Master Servicer or the Special Servicer, as the case may be, as they relate to a Mortgaged Property and any regulatory authority seeking such access in respect REO Property during normal business hours at the offices of the Serviced Companion Loan HoldersMaster Servicer or the Special Servicer, to records relating to as the Serviced Companion Loans)case may be. Nothing in this Section 3.15 3.16 shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the MortgagorsBorrowers, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 3.16 as a result of such obligation shall not constitute a breach of this Section 3.153.16. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder Noteholder (or any registered holder or beneficial owner of Companion Loan Securities) or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan HolderNoteholder (or any registered holder or beneficial owner of Companion Loan Securities), the Master Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder 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, 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, paragraph the Master Servicer and the Special Servicer shall 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 Book Entry Certificates and will keep such information confidential. In addition, in connection with providing access Upon the reasonable request of any Certificateholder identified to information pursuant to this Section 3.15, each of the Master Servicer and to the Special 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 (ior forward electronically) affix a reasonable disclaimer to any information provided by it for which it is not (at the original source (without suggesting liability on the part expense 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 Certificateholder or Serviced Companion Loan if the disclosure Noteholder, registered holder or beneficial owner of such items would constitute a waiver Companion Loan Securities) copies of the attorney-client privilege. Each of the Master Servicer any operating statements, rent rolls and the 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 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 financial statements obtained by the Master Servicer or the Special Servicer; provided that, 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)in connection therewith, the Operating Advisor and any Risk Retention Consultation Party (Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees to identify for the Master Servicer and the Special Servicer in advance (but at least two (2) Business Days prior generally to the related monthly conference) the applicable Mortgage Loans effect that such Person is a Holder of Certificates or a beneficial holder of Book Entry Certificates (or Serviced registered holder or beneficial owner of Companion Loan CombinationSecurities) 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 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 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 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 will keep such information to any other Person or entity 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 Agreementconfidential.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CD 2006-Cd3 Mortgage Trust)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any during a Subordinate Control Period or a Collective Consultation Termination EventPeriod), the Operating Advisor, Advisor (with respect to the UnderwritersMaster Servicer only during a Collective Consultation Period or a Senior Consultation Period), the Initial Purchasers, the Depositor and Depositor, any Certificateholders and Serviced Companion Loan Holders Holder that are, in the case of any Certificateholder or Serviced and the Companion Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and the OCC OTS and the supervisory agents and examiners of such boards and such corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced the Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC OTS or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or Special Servicer (which access shall be limited, in the case of the Serviced Companion Loan Holders Holder or any regulatory authority seeking such access in respect of the Serviced Companion Loan HoldersHolder, to records relating to the Serviced Companion LoansLoan). Nothing in this Section 3.15 shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced the Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, the Master Servicer and the Special 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, 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 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, (i) make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (during a Collective Consultation Period or Senior Consultation Period) and Consulting Party the Controlling Class Representative (to the extent such Consulting Party has consultation rights pursuant to any related Co-Lender Agreement during a Subordinate Control Period or pursuant to Section 3.21, Section 3.29 or Section 6.09, as applicableCollective Consultation Period), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on the one handduring a Subordinate Control Period or Collective Consultation Period, and 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 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 (or the Split-Loan where the Trust is the Split-Loan Directing Holder) and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsibleresponsible and (ii) with respect to each Split-Loan where the Companion Loan Holder or its designee is the Split-Loan Directing Holder, 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 reasonably convenient to the Special Servicer and the Controlling Class Representative. In 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 Split-Loan at a time when the Trust is not the Split-Loan Directing Holder, then the Master Servicer or the 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 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 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 Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan Combinationthe Split-Loan) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder Controlling Class Representative shall execute a confidentiality agreement substantially in the form of Exhibit M-4 N-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 During a Collective Consultation Period 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 Privileged Information, for review by the Depositor, the Trustee, the Master ServicerSenior Consultation Period, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Operating Advisor’s 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 this the Pooling and Servicing Agreement and shall not disclose such information to any other Person or entity except (i) with respect unless required to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any do so by law; provided that such information other than Privileged Information, may be disclosed to the extent necessary to support its conclusions in its auditors and regulators of the Operating Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this AgreementAdvisor.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CCRE Commercial Mortgage Securities, L.P.)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Operating Advisor (after the occurrence and Consulting Party during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the extent such 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 applicableoccurrence 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 or Servicer, the Special Servicer, as applicablethe Operating Advisor and, on prior to the one handoccurrence and continuance of a Consultation 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 Mortgage Loans and Serviced Mortgage Whole Loans and/or related REO Properties for which the Master Servicer 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 such Whole Loan Directing Holder. In 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 AB Whole Loan at a time when the Trust is not the related Whole Loan Directing Holder, then the Master Servicer or the 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 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 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 Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 Serviced Loan CombinationWhole Loans) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder 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 Mortgagor that is not Privileged Information, for review by the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor. The After the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall deliver (to 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation Exception.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CSAIL 2015-C1 Commercial Mortgage Trust)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the TrusteeOffice of Thrift Supervision, 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 the OCC and the supervisory agents and examiners of such boards and such corporationsFDIC, and any other governmental federal or state banking or insurance regulatory body to the jurisdiction of which authority that may exercise authority over any Certificateholder or Serviced Companion Loan Holder is subjectCertificate Owner, access to the documentation in the Servicer's possession regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such laws and regulations. Such access being shall be afforded without charge charge, but only upon reasonable two business days prior written request and during normal business hours at the offices of the Master Servicer designated by it. Payments on the Mortgage Loans, including any Principal Prepayments in full, made in accordance with the related Mortgage File will be entered into the Servicer's set of records no more than two Business Days after receipt, and allocated to principal or Special Servicer (which access shall be limited, interest as specified in the case related Mortgage File. In addition, access to the documentation in the Servicer's possession regarding the Mortgage Loans will be provided to any Certificateholder or Certificate Owner, the Trustee and to any Person identified to the Servicer as a prospective transferee of a Certificate; provided, however, that providing access to such Person will not violate any applicable laws, upon reasonable request during normal business hours at the offices of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect Servicer designated by it at the expense of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans)Person requesting such access. Nothing in this Section 3.15 shall detract from limit the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to regarding the Mortgagors, Mortgagors and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 3.22 as a result of such obligation shall not constitute a breach of this Section 3.153.22. (b) In connection with providing or granting each case, access to any information or access pursuant to documentation regarding 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 and the Special 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, including copy charges and reasonable fees for employee time and for space; provided that no charge Mortgage Loans 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 require (prior to affording such access) a written confirmation executed by conditioned upon the requesting Person substantially party's acknowledgement 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 writing 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 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 reasonably satisfactory to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors Servicer regarding any information that is not Privileged Information, for review by required to remain confidential under the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to 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 Gramm-Leach-Bliley Act of the performance of the 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 entity 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 Agreement1999.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (New Century Mortgage Securities LLC)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, 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 the OCC and the supervisory agents and examiners of such boards and such corporations, and any 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 Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or 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 detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 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 and the Special 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, 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable the Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and Consulting Party (to is continuing) and the extent such 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)Operating Advisor, on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer 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 and any Risk Retention Consultation Party (to the extent such Risk Retention Consultation Party has consultation rights pursuant to Section 6.09)Advisor, as applicable, on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, Holder or the Operating Advisor or any Risk Retention Consultation PartyAdvisor, as applicable, agrees 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 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 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 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 Representative or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the 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 entity except (i) with respect to Privileged Information, pursuant to Section 3.29(j3.29(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. The Master Servicer and Special Servicer shall provide to the Trustee[, the Certificate Administrator], the Controlling Subordinate Class Representative (but only prior to the occurrence and continuance of any during a Subordinate Control Period or a Collective Consultation Termination EventPeriod), the Operating Trust Advisor, the Underwriters, the Initial PurchasersDepositor, the Depositor and any Certificateholders and Serviced Companion Non-Trust Mortgage Loan Holders Holder that are, in the case of any Certificateholder or Serviced Companion and the Non-Trust Mortgage Loan Holder, federally insured financial institutions, the Federal Reserve Board, the FDIC and the OCC OTS and the supervisory agents and examiners of such boards and such corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion the Non-Trust Mortgage Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC OTS or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or Special Servicer (which access shall be limited, in the case of the Serviced Companion Non-Trust Mortgage Loan Holders Holder or any regulatory authority seeking such access in respect of the Serviced Companion Non-Trust Mortgage Loan HoldersHolder, to records relating to the Serviced Companion LoansNon-Trust Mortgage Loan). Nothing in this Section 3.15 shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to the 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 3.15. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion the Non-Trust Mortgage Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Non-Trust Mortgage Loan Holder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Non-Trust Mortgage 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 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 connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer 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 Serviced Companion Non-Trust Mortgage Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the Special Servicer, as applicableappropriate, shall, without charge, (i) make a knowledgeable Servicing Officer available via telephone to verbally answer questions from any applicable Directing Holder the Trust Advisor (during a Collective Consultation Period or a Senior Consultation Period) and Consulting Party the Subordinate Class Representative (to the extent such Consulting Party has consultation rights pursuant to any related Co-Lender Agreement during a Subordinate Control Period or pursuant to Section 3.21, Section 3.29 or Section 6.09, as applicablea Collective Consultation Period), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer or Servicer, the Special Servicer, as applicablethe Trust Advisor and, on during a Subordinate Control Period or a Collective Consultation Period, the one hand, and the Directing Holder (unless, if the Controlling Subordinate 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 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 (or the Loan Combination where the Trust is the Loan Combination Directing Holder) and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsibleresponsible and (ii) with respect to each Loan Combination where the Non-Trust Mortgage Loan Holder or its designee is the Loan Combination Directing Holder, 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 reasonably convenient to the Special Servicer and the Subordinate Class Representative . In the event the Master Servicer or the 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 or the 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 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 Subordinate Class Representative or 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 Directing Holder, Trust Advisor and the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees Subordinate 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 Serviced the Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder 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 Serviced Companion Loans, the related Mortgaged Properties and/or or the related Mortgagors Mortgagor that is not Privileged Information, for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The During a Collective Consultation Period or a Senior Consultation Period, the Special Servicer shall deliver (to the extent available to the Special Servicer) to the Operating Trust Advisor such reports and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Subordinate Class Representative, the Uncertificated VRR Interest Owner Representative or Certificateholders generally, as requested by the Operating Trust Advisor in support of the performance of the Operating Trust Advisor’s obligations under this Agreement in electronic format. The Operating 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 Operating Trust Advisor under this Agreement and shall not disclose such information to any other Person or entity except (i) with respect to Privileged Information, unless pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information other than a 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 AgreementInformation Exception.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Barclays Commercial Mortgage Securities LLC)
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the TrusteeOffice of Thrift Supervision, 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 the OCC and the supervisory agents and examiners of such boards and such corporationsFDIC, and any other governmental federal or state banking or insurance regulatory body to the jurisdiction of which authority that may exercise authority over any Certificateholder or Serviced Companion Loan Holder is subjectCertificate Owner, access to the documentation in the Servicer’s possession regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such laws and regulations. Such access being shall be afforded without charge charge, but only upon reasonable request and during normal business hours at the offices of the Master Servicer or Special Servicer (which designated by it. In addition, access shall be limited, to the documentation in the case Servicer’s possession regarding the Mortgage Loans will be provided to any Certificateholder or Certificate Owner, the Trustee and to any Person identified to the Servicer as a prospective transferee of a Certificate; provided, however, that providing access to such Person will not violate any applicable laws, upon reasonable request during normal business hours at the offices of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect Servicer designated by it at the expense of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans)Person requesting such access. Nothing in this Section 3.15 shall detract from limit the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to regarding the Mortgagors, Mortgagors and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15 3.22(a) as a result of such obligation shall not constitute a breach of this Section 3.153.22(a). In connection with providing Nothing in this Section 3.22 shall require the Servicer to collect, create, collate or granting otherwise generate 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 and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder it does not generate in its usual course 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 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 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 Serviced Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege. Each of the Master Servicer and the 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 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 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), the Operating Advisor and any Risk Retention Consultation Party (to the extent 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 and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor or any Risk Retention Consultation Party, as applicable, agrees 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 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 Certificationbusiness. The Master Servicer may (but shall not be required to)to make copies of or ship documents to any party unless provisions have been made for the reimbursement of the costs thereof. In each case, access to any documentation regarding the Mortgage Loans may be conditioned upon the requesting party’s acknowledgement 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 writing of a confidentiality agreement reasonably satisfactory to the Mortgage Loans, the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors Servicer regarding any information that is not Privileged Information, for review by required to remain confidential under the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor. The Special Servicer shall deliver (to 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 Gxxxx-Xxxxx-Xxxxxx Act of the performance of the 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 entity 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 Agreement1999.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (New Century Home Equity Loan Trust Series 2005-B)
