Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder, access to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp), Pooling and Servicing Agreement (Greenwich Capital Comm Mort Pass THR Certs Ser 2003-C2), Pooling and Servicing Agreement (Greenwich Capital Comm Mort Pass THR Certs Ser 2003-C2)
Access to Certain Information. Each of the Master Servicer and the Special Servicer (a) The Certificate Administrator shall afford to any Privileged Person (which for this purpose excludes a Privileged Person who provides the Trustee, Certificate Administrator with an Investor Certification substantially in the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction form of the Master Servicer or the Special Servicer, as the case may be), Exhibit J-2 hereto) and to the OTSOffice of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner access to any documentation regarding the Mortgage Loan or the other assets of the Trust Fund that are in its possession or within its control including, without limitation:
(identified as such i) the Mortgage Loan files, including any and all modifications, waivers and amendments to the reasonable satisfaction terms of the Master Mortgage Loan entered into or consented to by the Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder, access to any records regarding the Serviced Loans Servicer and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating delivered to the Companion Loans)Certificate Administrator;
(ii) the annual, except to the extent it is prohibited from doing so quarterly and monthly operating statements, if any, collected by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders Servicer or Special Servicer, as applicable, and delivered to the Companion Loan NoteholdersCertificate Administrator for the Property, and
(iii) all notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing revealed any failure of the Property to comply with any applicable law, including any environmental law, or which revealed an environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or remediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Certificate Administrator. The Certificate Administrator will provide copies of the items described in this Section 8.14(a) above upon reasonable written request of the Certificateholders (other than a Certificateholder or Beneficial Owner that is a Privileged Person who provides the Certificate Administrator with an Investor Certification in the form of Exhibit J-2 hereto). The Certificate Administrator may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator, to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and will otherwise keep the information confidential. Certificateholders, by the acceptance of their Certificates, will be deemed to have agreed to keep this information confidential.
(b) The Certificate Administrator shall make available to Privileged Persons (which for this purpose excludes a Privileged Person who provided the Certificate Administrator with an Investor Certification in the form of Exhibit J-2 hereto), via the Certificate Administrator’s Website, the following items (to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format to xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx):
(i) The following “deal documents”:
(A) the Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(B) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase Agreement and any amendments and exhibits hereto or thereto; and
(C) the CREFC® Loan Setup File delivered to the Certificate Administrator by the Servicer;
(ii) The following “periodic reports”:
(A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(a); and
(B) all CREFC® Reports prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a) other than the CREFC® Loan Setup File;
(iii) The following “additional documents”:
(A) summaries of Asset Status Reports and Final Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.10;
(B) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22;
(C) all Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a); and
(D) operating statements and rent rolls;
(iv) The following “special notices”:
(A) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);
(B) any notice of a Servicer Termination Event or Special Servicer Termination Event delivered to the Certificate Administrator pursuant to Section 7.1(b);
(C) any notice of resignation of the Trustee and any notice of the acceptance of appointment by the successor Trustee or successor Trustee delivered to the Certificate Administrator pursuant to Section 8.7;
(D) any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Special Servicer’s, as the case may be, designated by it. In connection with providing or granting determination that any information or access Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or Section 3.23(f);
(E) any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access Notice delivered to the information described in Certificate Administrator pursuant to Section 5.6;
(F) any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;
(G) any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.20;
(H) any notice of termination of the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally Servicer delivered to the effect that such Person is a Holder Trustee pursuant to Section 7.1(c);
(I) any request by the Certificateholders representing at least 25% of Certificates or a beneficial holder the Voting Rights to terminate the Special Servicer pursuant to Section 7.1(e);
(J) any notice of Book-Entry Certificates and will keep such information confidential. Upon resignation of the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder Trustee or Certificate Owner) copies Administrator and any notice of any operating statements, rent rolls and financial statements obtained the acceptance of appointment by the Master successor Trustee or successor Certificate Administrator pursuant to Section 8.7;
(K) any notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment of a replacement special servicer in the event that the Special ServicerServicer becomes a Borrower Related Party; provided that, and
(L) whether a Subordinate Control Period or Subordinate Consultation Period is in connection therewith, effect. (v) the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable “Investor Q&A Forum” pursuant 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.Section 4.5(a); and
Appears in 3 contracts
Samples: Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P6), Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion any Serviced Non-Trust Mortgage Loan Noteholders Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion any Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority seeking such access in respect of the Companion a Serviced Non-Trust Mortgage Loan NoteholdersNoteholder, to records relating to the Companion Loansrelated Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion a Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may each require payment from such Certificateholder, a Certificate Owner or Companion a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
(b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of any of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C7), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2008-C1)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the TrusteeCertificate Administrator, and the Certificate Administrator shall afford access to any Certificateholder that is a federally insured financial institution, the UnderwritersOCC, the Rating AgenciesFDIC, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction Board of Governors of the Master Servicer or Federal Reserve System of the Special ServicerUnited States of America and the supervisory agents and examiners of such boards and such corporations, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, Certificate Owner and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (identified as such to other than any Non-Serviced Mortgage Loan) and, in the reasonable satisfaction case a Mortgage Loan that is a portion of the Serviced Whole Loans, the related Companion Loan, and the Trust Fund within its control which may be required by applicable law. At the election of the Master Servicer or the Special Servicer, such access may be afforded to such Person identified above by the delivery of copies of information as the case may be) or Companion Loan Noteholder, access to any records regarding the Serviced Loans requested by such Person and the servicing thereof within its control (which access Master Servicer or the Special Servicer shall be limited, in permitted to require payment (other than from the case of Directing Certificateholder and the Companion Loan Noteholders Trustee and the Certificate Administrator on its own behalf or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or Certificateholders) of a sum sufficient to cover the Companion Loan Noteholdersreasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian. The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section 3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting Servicer to disclose any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was otherwise required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the effect Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that such Person is it reasonably determines would prejudice the interest of the Certificateholders with respect to a Holder workout or exercise of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialremedies as to any particular Mortgage Loan. Upon the reasonable request of any Certificateholder, or any Certificate Owner Certificateholder identified to the Master Servicer to the Master Servicer's ’s reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate OwnerCertificateholder) copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) and will keep such information confidentialconfidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under the Trust.
(b) The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements to Certificateholders and the SEC XXXXX filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format:
(i) The following documents, which will initially be made available under a tab or heading designated “deal documents”:
(A) the Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;
(B) this Agreement and any amendments and exhibits hereto; and
(C) the CREFC Loan Setup File provided by the Master Servicer to the Certificate Administrator;
(ii) the following documents, which will initially be made available under a tab or heading designated “SEC XXXXX filings”;
(A) any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the XXXXX system;
(iii) The following documents, which will initially be made available under a tab or heading designated “periodic reports”:
(A) all Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02;
(B) the CREFC Loan Periodic Update File, the CREFC Bond Level File, the CREFC Collateral Summary File, the CREFC Property File, each of the “surveillance reports” identified as such in the definition of “CREFC Investor Reporting Package” (including, without limitation, the CREFC Operating Statement Analysis Report and the CREFC NOI Adjustment Worksheets), the CREFC Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time; and
(C) all Senior Trust Advisor Annual Reports;
(iv) The following documents, which will initially be made available under a tab or heading designated “additional documents”:
(A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d);
(B) all inspection reports delivered to the Certificate Administrator pursuant to Section 3.12(a); and
(C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.21;
(v) The following documents, which will initially be made available under a tab or heading designated “special notices”:
(A) any notice with respect to a release pursuant to Section 3.09(d);
(B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h);
(C) any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(i);
(D) any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01;
(E) any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.22(g);
(F) any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;
(G) any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
(H) any notice of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;
(I) any notice of termination pursuant to Section 9.01;
(J) any notice of resignation or termination of the Senior Trust Advisor and any notice of the acceptance of appointment by the successor senior trust advisor pursuant to Section 3.31;
(K) any notice of recommendation of termination of the Special Servicer by the Senior Trust Advisor;
(L) any assessments of compliance delivered to the Certificate Administrator; and
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9)
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to any Certificateholder or Certificate Owner that is, or is affiliated with, a federally insured financial institution, the Trustee, the Underwriters, the Rating AgenciesPaying Agent, the Depositor, any Certificateholdereach Mortgage Loan Seller, the Companion Loan Noteholders and any Certificate Owner (identified as such each Rating Agency, to the reasonable satisfaction of the Master Servicer Servicer, or to the Special Servicer, as the case may be)applicable, and to the OTS, the FDIC FDIC, the Federal Reserve Board and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner and to each Holder of a Class F, Class H, Class J, Class K, Class L, Class M, Class N, Class P or Class NR Certificate, and to each Companion Holder (identified as such solely with respect to the reasonable satisfaction related AB Mortgage Loan or the One Post Office Square Whole Loan, as applicable) access to any documentation or information regarding the Mortgage Loans and the Trust Fund within its control which may be required by this Agreement or by applicable law, and the Special Servicer shall provide such access and information to the Trustee, the Servicer and the Directing Certificateholder (and with respect to the One Post Office Square Whole Loan, to the One Post Office Square Representative). At the election of the Master Servicer or the Special Servicer, such access may be afforded to such Person identified above by the delivery of copies of information as the case may be) or Companion Loan Noteholder, access to any records regarding the Serviced Loans requested by such Person and the servicing thereof within its control (which access Servicer or the Special Servicer shall be limited, permitted to require payment (other than the Directing Certificateholder) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in the case of the Companion Loan Noteholders or any regulatory authority seeking making such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan Noteholderscopies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs and execute a reasonable and customary confidentiality agreement with respect to such information. In connection with providing The failure of the Servicer or granting any information or the Special Servicer to provide access pursuant to the prior paragraph to as provided in this Section 3.15 as a Certificateholder, result of a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over confidentiality obligation shall not constitute a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master breach of this Section 3.15. The Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder deny any of a sum sufficient the foregoing persons access to cover the reasonable costs and expenses of providing such confidential information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information any intellectual property which the Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in Trustee or the preceding paragraphPaying Agent, the Master Servicer and the Special Servicer shall require may each (prior i) affix a reasonable disclaimer to affording 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 accessinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan Documents or would constitute a written confirmation executed by waiver of the requesting Person substantially in such form as may be reasonably acceptable attorney-client privilege. Notwithstanding any provision of this Agreement to the Master contrary, the failure of the Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the Servicing Standards, that such disclosure would violate applicable law or any provision of a Mortgage Loan Document prohibiting disclosure of information with respect to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer Mortgage Loans or the Special Servicer; provided thatMortgaged Properties, in connection therewith, constitute a waiver of the Master Servicer shall require a written confirmation executed by attorney-client privilege on behalf of the requesting Person substantially in such form as may be reasonably acceptable to Trust or the Master Servicer, generally to Trust Fund or otherwise materially harm the effect that such Person is a Holder of Certificates Trust or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthe Trust Fund.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1), Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1)
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agenciesany Fiscal Agent, the Depositor, any Certificateholdereach Rating Agency, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), Directing Certificateholder and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the Mortgage Loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Directing Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder registration (to the extent access is provided via the Master Servicer's Internet Website) and the acceptance of a sum sufficient to cover the reasonable costs disclaimer and expenses of providing such information or accessotherwise adopt reasonable rules and procedures, including copy charges and reasonable fees for employee time and for space; provided that no charge which may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access include, to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the case may beexecution and delivery of an agreement reasonably governing the availability, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates use and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense disclosure of such Certificateholder or Certificate Owner) copies information. The failure of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; Servicer to provide access as provided that, in connection therewith, this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or any intellectual property which the Master Servicer shall require a written confirmation executed or the Special Servicer is restricted by the requesting Person substantially in such form as may be reasonably acceptable to license or contract from disclosing. Neither the Master Servicer, generally to Servicer nor the effect that such Person is a Holder Special Servicer shall be liable for providing or disseminating information in accordance with the terms of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthis Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc), Pooling and Servicing Agreement (Banc of America Commercial Mort Pass Through Cert Ser 2002-2)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the UnderwritersDepositor, each Rating Agency, the Rating Agencies, Directing Certificateholder and the Depositor, any Certificateholder, the related Companion Loan Noteholders and Holder or any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special ServicerControlling Holder, as the case may beapplicable (if a Whole Loan is involved), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan NoteholderOwner, access to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Certificateholder, a Certificate Owner, the Directing Certificateholder and any related Companion Loan Noteholders Holder or any regulatory authority that may exercise authority over Controlling Holder, as applicable (if a Certificateholder, a Certificate Owner or Companion Whole Loan Noteholderis involved), the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder registration (to the extent access is provided via the Master Servicer's internet website) and the acceptance of a sum sufficient reasonable disclaimer and otherwise adopt reasonable rules and procedures, which may include, to cover the reasonable costs extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the execution and expenses delivery of providing an agreement reasonably governing the availability, use and disclosure of such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or access, including copy charges and reasonable fees for employee time and for space; provided any intellectual property that no charge may be made if such information the Master Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in the preceding paragraphTrustee, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related loan documents or would constitute a waiver of the attorney client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall require (prior not constitute a breach of this Agreement to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a loan document or, in the case of a Whole Loan, any document relating to the effect that such Person is related Companion Loan prohibiting disclosure of information with respect to the Mortgage Loans, the Companion Loan related to a Holder Whole Loan or the Mortgaged Properties, constitute a waiver of Certificates the attorney client privilege on behalf of the Trust or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthe Trust Fund or otherwise materially harm the Trust or the Trust Fund. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to Neither the Master Servicer to nor the Master Servicer's reasonable satisfactionSpecial Servicer shall be liable for providing or disseminating information in accordance with the terms of this Agreement.
(b) Once a month, each of the Master Servicer may provide (or forward electronically) (and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions from the Directing Certificateholder during regular business hours at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls time and financial statements obtained by for such duration as the Master Servicer or the Special Servicer; provided that, in connection therewithas applicable, and the Directing Certificateholder shall reasonably agree, regarding the performance and servicing of the Mortgage Loans and/of REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible. As a condition to such disclosure, the Directing Certificateholder shall require execute a written confirmation executed by the requesting Person confidentiality agreement substantially in such the form attached hereto 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.Exhibit M.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-2), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-1)
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any each Rating Agency and the Directing Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Directing Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder registration (to the extent access is provided via the Master Servicer's internet website) and the acceptance of a sum sufficient reasonable disclaimer and otherwise adopt reasonable rules and procedures, which may include, to cover the reasonable costs extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the execution and expenses delivery of providing an agreement reasonably governing the availability, use and disclosure of such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or access, including copy charges and reasonable fees for employee time and for space; provided any intellectual property that no charge may be made if such information the Master Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in the preceding paragraphTrustee, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related loan documents or would constitute a waiver of the attorney client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall require (prior not constitute a breach of this Agreement to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer Mortgage Loans or the Special Servicer; provided thatMortgaged Properties, in connection therewith, constitute a waiver of the Master Servicer shall require a written confirmation executed by attorney client privilege on behalf of the requesting Person substantially in such form as may be reasonably acceptable to Trust or the Master Servicer, generally to Trust Fund or otherwise materially harm the effect that such Person is a Holder of Certificates Trust or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthe Trust Fund.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion any Serviced Non-Trust Mortgage Loan Noteholders Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion any Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority seeking such access in respect of the Companion a Serviced Non-Trust Mortgage Loan NoteholdersNoteholder, to records relating to the Companion Loansrelated Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion a Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may each require payment from such Certificateholder, a Certificate Owner or Companion a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
(b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the -207- preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C1), Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C1)
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford provide or cause to be provided to any Certificateholder or Certificate Owner that is, or is affiliated with, a federally insured financial institution, the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholdereach Mortgage Loan Seller, the Companion Loan Noteholders and any Certificate Owner (identified as such each Rating Agency, to the reasonable satisfaction of the Master Servicer Servicer, or to the Special Servicer, as the case may be)applicable, and to the OTS, the FDIC FDIC, the Federal Reserve Board and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner and to each Holder of a Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P or Class NR Certificate, and to each Companion Holder (identified as such solely with respect to the reasonable satisfaction related AB Mortgage Loan or the Grace Building Whole Loan, as applicable) access to any documentation or information regarding the Mortgage Loans and related Companion Loans and the Trust Fund within its control which may be required by this Agreement or by applicable law, and the Special Servicer shall provide such access and information to the Trustee, the Servicer and the Directing Certificateholder (and with respect to the Grace Building Whole Loan, to the Grace Building Companion Noteholders). At the election of the Master Servicer or the Special Servicer, such access may be afforded to such Person identified above by the delivery of copies of information as the case may be) or Companion Loan Noteholder, access to any records regarding the Serviced Loans requested by such Person and the servicing thereof within its control (which access Servicer or the Special Servicer shall be limited, permitted to require payment (other than from the Directing Certificateholder and the Trustee) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in the case of the Companion Loan Noteholders or any regulatory authority seeking making such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan Noteholderscopies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs and execute a reasonable and customary confidentiality agreement with respect to such information. In connection with The failure of the Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15; provided that nothing in this paragraph shall provide a basis for not providing or granting to the Directing Certificateholder any information or access pursuant specifically required to be delivered to it under the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master terms of this Agreement. The Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder deny any of a sum sufficient the foregoing persons access to cover the reasonable costs and expenses of providing such confidential information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information any intellectual property which the Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in the preceding paragraphTrustee, the Master Servicer and the Special Servicer shall require may each (prior i) affix a reasonable disclaimer to affording 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 accessinformation and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a written confirmation executed by waiver of the requesting Person substantially in such form as may be reasonably acceptable attorney-client privilege. Notwithstanding any provision of this Agreement to the Master contrary, the failure of the Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the Servicing Standards, that such disclosure would violate applicable law or any provision of a Mortgage Loan document or Companion Loan document prohibiting disclosure of information with respect to the effect that such Person is a Holder of Certificates Mortgage Loans or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer Companion Loans or the Special Servicer; provided thatMortgaged Properties, in connection therewith, constitute a waiver of the Master Servicer shall require a written confirmation executed by attorney-client privilege on behalf of the requesting Person substantially in such form as may be reasonably acceptable to Trust or the Master Servicer, generally to Trust Fund or otherwise materially harm the effect that such Person is a Holder of Certificates Trust or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthe Trust Fund.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C2), Pooling and Servicing Agreement (J.P.Morgan Chase Commercial Mortgage Securities Series 2004-Cibc9)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating AgenciesCertificate Administrator, the Depositor, any Certificateholdereach Rating Agency, the Directing Certificateholder and the related Companion Loan Noteholders and Holder or any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special ServicerControlling Holder, as the case may beapplicable (if a Serviced Whole Loan is involved), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan NoteholderOwner, access to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Certificateholder, a Certificate Owner, the Directing Certificateholder and any related Companion Loan Noteholders Holder or any regulatory authority that may exercise authority over Controlling Holder, as applicable (if a Certificateholder, a Certificate Owner or Companion Serviced Whole Loan Noteholderis involved), the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder registration (to the extent access is provided via the Master Servicer's internet website) and the acceptance of a sum sufficient reasonable disclaimer and otherwise adopt reasonable rules and procedures, which may include, to cover the reasonable costs extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the execution and expenses delivery of providing an agreement reasonably governing the availability, use and disclosure of such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or access, including copy charges and reasonable fees for employee time and for space; provided any intellectual property that no charge may be made if such information the Master Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in Trustee, the preceding paragraphCertificate Administrator, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related loan documents or would constitute a waiver of the attorney client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall require (prior not constitute a breach of this Agreement to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a loan document or, in the case of a Serviced Whole Loan, any document relating to the effect that such Person is related Companion Loan prohibiting disclosure of information with respect to the Mortgage Loans, the Companion Loan related to a Holder Serviced Whole Loan or the Mortgaged Properties, constitute a waiver of Certificates the attorney client privilege on behalf of the Trust or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthe Trust Fund or otherwise materially harm the Trust or the Trust Fund. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to Neither the Master Servicer to nor the Master Servicer's reasonable satisfactionSpecial Servicer shall be liable for providing or disseminating information in accordance with the terms of this Agreement.
(b) Once a month, each of the Master Servicer may provide (or forward electronically) (and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions from the Directing Certificateholder during regular business hours at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls time and financial statements obtained by for such duration as the Master Servicer or the Special Servicer; provided that, in connection therewithas applicable, and the Directing Certificateholder shall reasonably agree, regarding the performance and servicing of the Mortgage Loans and/of REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible. As a condition to such disclosure, the Directing Certificateholder shall require execute a written confirmation executed by the requesting Person confidentiality agreement substantially in such the form attached hereto 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.Exhibit M.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-5)
Access to Certain Information. Each of the (a) The Master Servicer and the Special Servicer shall afford each provide or cause to be provided to the other such party, the Depositor, the Trustee, the Underwriters, Controlling Class Representative and the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any CertificateholderCertificateholder or Certificate Owner, Certificate Owner (identified as such access to any documentation regarding the Mortgage Loans and the other assets of the Trust Fund that are within its control, except to the reasonable satisfaction extent that (i) such documentation is subject to a claim of privilege under applicable law that has been asserted by the Certificateholders and of which the Master Servicer or the Special Servicer, as applicable, has received written notice or (ii) the case Master Servicer or the Special Servicer, as applicable, is otherwise prohibited from making such disclosure under applicable law, or may be) or Companion Loan Noteholder, access be subject to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, liability for making such disclosure in the case reasonable opinion of the Companion Loan Noteholders counsel for the Master Servicer or any regulatory authority seeking such access in respect the Special Servicer, as applicable, which counsel may be a salaried employee of the Companion Loan Noteholders, to records relating to the Companion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders Master Servicer or the Companion Loan NoteholdersSpecial Servicer. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan NoteholderHowever, the Master Servicer and the Special Servicer each may each require payment from such Certificateholdercharge for any copies requested by said Persons (other than the Rating Agencies and, a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in extent that the preceding paragraphrequested number of copies is reasonably limited and the request is not duplicative, the Controlling Class Representative). The Master Servicer and the Special Servicer each shall require be permitted to affix a reasonable disclaimer to any information provided by it pursuant to this SECTION 3.15.
(prior to affording such accessb) Upon the request of the Controlling Class Representative made not more frequently than once a written confirmation executed by the requesting Person substantially in such form as month (which request may be a standing, continuing request), or at such mutually acceptable time each month as the Controlling Class Representative shall reasonably acceptable designate, each of the Master Servicer and Special Servicer shall, without charge, make a knowledgeable Servicing Officer available, at the option of the Controlling Class Representative either by telephone or at the office of such Servicing Officer, to answer questions from the Controlling Class Representative regarding the performance and servicing of the Serviced Mortgage Loans and/or the Administered REO Properties for which the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialresponsible.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion any Serviced Non-Trust Mortgage Loan Noteholders Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion any Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority seeking such access in respect of the Companion a Serviced Non-Trust Mortgage Loan NoteholdersNoteholder, to records relating to the Companion Loansrelated Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion a Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may each require payment from such Certificateholder, a Certificate Owner or Companion a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
(b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties, (ii) the Two Penn Plaza Controlling Party regarding the performance and servicing of the Two Penn Plaza Loan Group and/or the Two Penn Plaza REO Property and (iii) the Tower Square Controlling Party regarding the performance and servicing of the Tower Square Loan Pair and/or the Tower Square REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a written confirmation executed by the Controlling Class Representative, in the form of Exhibit O attached hereto, generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Ii Lb-Ubs Comm Mort Trust 2004-C4)
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders Certificateholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder), access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders Owner or any regulatory authority that may exercise authority over a Certificateholder, Certificateholder or a Certificate Owner or Companion Loan NoteholderOwner, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificateholder or Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CWCapital Commercial Funding Corp.)
Access to Certain Information. Each of the (a) The Master Servicer and the Special Servicer shall afford each provide or cause to be provided to the other such party, the Depositor, the Trustee, the Underwriters, Controlling Class Representative and the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over any CertificateholderCertificateholder or Certificate Owner, Certificate Owner (identified as such access to any documentation regarding the Mortgage Loans and the other assets of the Trust Fund that are within its control, except to the reasonable satisfaction extent that (i) such documentation is subject to a claim of privilege under applicable law that has been asserted by the Certificateholders and of which the Master Servicer or the Special Servicer, as applicable, has received written notice or (ii) the case Master Servicer or the Special Servicer, as applicable, is otherwise prohibited from making such disclosure under applicable law, or may be) or Companion Loan Noteholder, access be subject to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, liability for making such disclosure in the case reasonable opinion of the Companion Loan Noteholders counsel for the Master Servicer or any regulatory authority seeking such access in respect the Special Servicer, as applicable, which counsel may be a salaried employee of the Companion Loan Noteholders, to records relating to the Companion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders Master Servicer or the Companion Loan NoteholdersSpecial Servicer. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan NoteholderHowever, the Master Servicer and the Special Servicer each may each require payment from such Certificateholdercharge for any copies requested by said Persons (other than the Rating Agencies and, a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in extent that the preceding paragraphrequested number of copies is reasonably limited and the request is not duplicative, the Controlling Class Representative). The Master Servicer and the Special Servicer each shall require be permitted to affix a reasonable disclaimer to any information provided by it pursuant to this Section 3.15.
(prior to affording such accessb) Upon the request of the Controlling Class Representative made not more frequently than once a written confirmation executed by the requesting Person substantially in such form as month (which request may be a standing, continuing request), or at such mutually acceptable time each month as the Controlling Class Representative shall reasonably acceptable designate, each of the Master Servicer and Special Servicer shall, without charge, make a knowledgeable Servicing Officer available, at the option of the Controlling Class Representative either by telephone or at the office of such Servicing Officer, to answer questions from the Controlling Class Representative regarding the performance and servicing of the Serviced Mortgage Loans and/or the Administered REO Properties for which the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialresponsible.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Securities Inc)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion any Serviced Non-Trust Mortgage Loan Noteholders Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion any Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority seeking such access in respect of the Companion a Serviced Non-Trust Mortgage Loan NoteholdersNoteholder, to records relating to the Companion Loansrelated Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion a Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may each require payment from such Certificateholder, a Certificate Owner or Companion a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
(b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties, (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C7)
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner or Companion Loan Noteholder (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder), access to any non-privileged records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the request of the Controlling Class Representative made not more frequently than once a month (which request may be a standing, continuing request), or at such mutually acceptable time each month as the Controlling Class Representative shall reasonably designate, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available, at the option of the Controlling Class Representative either by telephone or at the office of such Servicing Officer, to answer questions from the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which such Master Servicer or Special Servicer, as the case may be, is responsible. The Master Servicer and the Special Servicer each shall condition such disclosure upon the Controlling Class Representative entering into a reasonable and customary confidentiality agreement reasonably acceptable to such servicer and the Controlling Class Representative regarding such disclosure to it. Neither the Master Servicer nor the Special Servicer shall be required to provide any information or disclosures in violation of any applicable law, rule or regulation.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C3)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agenciesany Fiscal Agent, the Depositor, any Certificateholdereach Rating Agency, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), Controlling Class Representative and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the Mortgage Loan Documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan NoteholderControlling Class Representative, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder registration (to the extent access is provided via the Master Servicer's Internet Website) and the acceptance of a sum sufficient to cover the reasonable costs and expenses of providing such information or accesscustomary disclaimer and otherwise adopt reasonable rules and procedures, including copy charges and reasonable fees for employee time and for space; provided that no charge which may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access include, to the extent the Master Servicer or the Special Servicer, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement governing the availability, use and disclosure of such information.
(b) Neither the Master Servicer nor the Special Servicer shall be liable for providing or disseminating information described in accordance with the preceding paragraphterms of this Agreement.
(c) No less often than on a monthly basis, each of the Master Servicer and the Special Servicer shall require (prior shall, without charge, make a knowledgeable Servicing Officer available to affording such access) a written confirmation executed by answer questions from the requesting Person substantially in such form as may be reasonably acceptable to Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialresponsible.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Credit Suisse Fr Bs Mor Sec Cp Com Mor Ps Th Ce Ser 2001-Ck1)
Access to Certain Information. (a) Each of the Master Servicer and the each Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agenciesany Fiscal Agent, the Depositor, any Certificateholder, each Rating Agency and the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), Controlling Class Representative and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the related Mortgage Loan Documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the such Master Servicer or the such Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Each Master Servicer and the each Special Servicer may each require payment from such Certificateholder, affix a Certificate Owner or Companion Loan Noteholder reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable lawany other party hereto). In connection with providing Certificateholders and Certificate Owners access to such records to the information described in the preceding paragraphControlling Class Representative, the 622 Third Avenue B Loan Holder, each Washington Center Junior Holder, xxxx Xxxxxx Xxxxxcer and each Special Servicer may require registration (to the extent access is provided via a Master Servicer's internet website) and the acceptance of a reasonable and customary disclaimer and otherwise adopt reasonable rules and procedures, which may include, to the extent a Master Servicer or Special Servicer, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement governing the availability, use and disclosure of such information.
(b) None of the Master Servicers or the Special Servicers shall be liable for providing or disseminating information in accordance with the terms of this Agreement.
(c) Upon the request of the Controlling Class Representative made not more frequently than once a month, or at such mutually acceptable time each month as the Controlling Class Representative shall reasonably designate, each of the Master Servicers and Special Servicers shall, without charge, make a knowledgeable Servicing Officer available, at the option of such Controlling Class Representative either by telephone or at the office of such Servicing Officer, to answer questions from such Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which such Master Servicer or Special Servicer, as the case may be, is responsible; provided, that if the Washington Center B Loan Holder is not the then current Controlling Class Representative with respect to the Washington Center Total Loan, then the Controlling Class Representative of the Washington Center Total Loan shall provide the Washington Center B Loan Holder an opportunity (by giving notice thereto) to join such telephone conference or such conference at the office of such Servicing Officer.
(d) Any Master Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also make available through its internet website, or otherwise, any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Borrowers for review by the Depositor, the Rating Agencies and any other Persons to whom the Master Servicers believe such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the related Mortgage Loan.
(e) The Master Servicers and the Special Servicer shall require (prior to affording such access) Servicers may make available the following items, in electronic form or otherwise, upon request and, except in the case of a written confirmation executed by Rating Agency or a Controlling Class Certificateholder, at the expense of the requesting Person substantially in party, to the Depositor, the Trustee, the Rating Agencies, any Certificateholder, any Certificate Owner, the 622 Third Avenue B Loan Holder, each Washington Center Junior Holder, xxx xxxxxxxxxxx xransferee of a Certificate or an interest therein and any other Persons to whom it believes such form as may disclosure to be reasonably acceptable to appropriate: (i) all financial statements, occupancy information, rent rolls, retail sales information, average daily room rates and similar information received by the Master Servicer or the Special Servicer, as applicable, from each Borrower, (ii) the case may inspection reports prepared by or on behalf of the Master Servicers or the Special Servicers, as applicable, in connection with the property inspections pursuant to Section 3.12, (iii) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Master Servicers or the Special Servicers, as applicable, and (iv) any and all officer's certificates and other evidence delivered to the Trustee and the Depositor to support the applicable Master Servicer's determination that any Advance was, or if made would be, generally a Nonrecoverable Advance; provided, however, that nothing in this Section 3.15(e) shall be deemed or construed to otherwise limit the obligations of any Master Servicer and any Special Servicer under this Agreement to deliver to any Person any of the items set forth in clauses (i) through (iv) above.
(f) Notwithstanding the obligations of each Master Servicer and each Special Servicer set forth in Section 8.14, the Master Servicers and the Special Servicers may withhold (other than with respect to items required to be delivered hereunder to the effect Controlling Class Representative and with respect to the Washington Center Loan, the Washington Center B Loan Holder (if not then the Controlling Class Representative of the Washington Center Loan)) any information not yet included in a Form 8-K filed with the Commission or otherwise made publicly available with respect to which the Trustee, the Special Servicers or the Master Servicers have determined that such Person withholding is appropriate.
(g) Notwithstanding anything to the contrary in this Agreement, as a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified condition to the Master Servicer Servicers or Special Servicers making any report or information available upon request to any Person other than the parties hereto and the Controlling Class Representative, 622 Third Avenue B Loan Holder or any Washington Center Junior Holder, xxx Xxxxxx Xxxxxcers and Special Servicers may require that the recipient of such information acknowledge that the Master Servicers and Special Servicers may contemporaneously provide such information to the Depositor, the Trustee, the Underwriters, any Rating Agency, the Certificateholders and/or the Certificate Owners. Each Master Servicer and Special Servicer may condition such disclosure upon the recipient delivering a certification substantially in the form of Exhibit K-1 to the Trustee (with a copy to the applicable Master Servicer's ) or otherwise entering into a reasonable satisfactionand customary confidentiality agreement reasonably acceptable to such servicer regarding such disclosure to it. In connection with providing access to its internet website, the any Master Servicer may provide require registration and the acceptance of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to the extent it deems necessary or forward electronically) (at appropriate, conditioning access on execution of an agreement governing the expense availability, use and disclosure of such Certificateholder information, and which may provide indemnification to the applicable Master Servicer for any liability or Certificate Owner) copies damage that may arise therefrom. Any transmittal of any operating statements, rent rolls and financial statements obtained information by the Master Servicers or Special Servicers to any Person other than the Trustee, the Rating Agencies or the Depositor shall be accompanied by a letter from each Master Servicer or Special Servicer containing the following provision: "By receiving the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust which issued Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2003-C3 from purchasing or selling such Certificates in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Certificateholder or prospective purchaser of such Certificates or beneficial interest therein."
(h) Each Master Servicer and Special Servicer; provided thatServicer may, in connection therewithits discretion, make available by hard copy, electronic media, internet website or bulletin board service certain information and may make available by hard copy, electronic media, internet website or bulletin board service (in addition to making such information available as provided herein) any reports or information that it is required by this Agreement to provide to the Trustee, any of the Rating Agencies, the Master Servicer shall require a written confirmation executed by Depositor and anyone the requesting Person substantially in such form as may be Depositor 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 confidentialdesignates.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mor Sec Corp Com Cer Ser 2003-C3)
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder, access to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such CertificateholderCertificateholder (other than the Controlling Class Directing Holder), a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfactionsatisfaction (which request from the Controlling Class Directing Holder may be a one time standing request), the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate OwnerOwner other than the Controlling Class Directing Holder) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
Appears in 1 contract
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the _______________ Companion Loan Noteholders Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder, access to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the _______________ Companion Loan Noteholders Noteholder or any regulatory authority seeking such access in respect of the _______________ Companion Loan NoteholdersNoteholder, to records relating to the _______________ Companion LoansLoan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the _______________ Companion Loan NoteholdersNoteholder. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the _______________ Companion Loan Noteholders Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Securities Corp Ii)
Access to Certain Information. Each of the Master Servicer and the Special Servicer The Certificate Administrator shall afford to any Privileged Person (which for this purpose excludes a Privileged Person who provides the Trustee, Certificate Administrator with an Investor Certification substantially in the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction form of the Master Servicer or the Special Servicer, as the case may be), Exhibit K-2 hereto) and to the OTSOffice of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner access to any documentation regarding the Whole Loan or the other assets of the Trust Fund that are in its possession or within its control, including without limitation:
(identified as such i) the Mortgage Loan files, including any and all modifications, waivers and amendments to the reasonable satisfaction terms of the Master Whole Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator;
(ii) the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholderapplicable, access to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating delivered to the Companion Loans)Certificate Administrator, except and
(iii) all notices and reports delivered to the extent it is prohibited from doing so by applicable law or contract or Certificate Administrator with respect to the extent Property as to which environmental testing revealed any failure of such information is subject Property to a privilege under comply with any applicable law to be asserted on behalf of law, including any environmental law, or which revealed an environmental condition present at the Certificateholders Property requiring further investigation, testing, monitoring, containment, clean up, or the Companion Loan Noteholdersremediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or Certificate Administrator. The Certificate Administrator will provide copies of the Special Serviceritems described in this Section 8.15(a), as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholderextent such items are in its possession, a Certificate Ownerto, and upon reasonable written request of, the Companion Loan Noteholders or any regulatory authority Certificateholders (other than a Certificateholder that is a Privileged Person who provides the Certificate Administrator with an Investor Certification substantially in the form of Exhibit K-2 hereto). The Certificate Administrator may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover for the reasonable costs and expenses of providing such information or access, including copy charges the copies and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall also require (prior to affording such access) a written confirmation executed by the requesting Person substantially Person, in such a form as may be reasonably acceptable to the Master Servicer or the Special ServicerCertificate Administrator, as the case may be, generally to the effect that such the Person making the request is a Holder Beneficial Owner or prospective purchaser of Certificates or a beneficial holder of Book-Entry Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and will otherwise keep such the information confidential. Upon the reasonable request of any CertificateholderCertificateholders, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided thatacceptance of their Certificates, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may will be reasonably acceptable deemed to the Master Servicer, generally have agreed to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such this information confidential.
Appears in 1 contract
Samples: Trust and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C28)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion any Serviced Non-Trust Mortgage Loan Noteholders Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion any Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority seeking such access in respect of the Companion a Serviced Non-Trust Mortgage Loan NoteholdersNoteholder, to records relating to the Companion Loansrelated Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion a Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may each require payment from such Certificateholder, a Certificate Owner or Companion a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
(b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties, (ii) the Woodside Village Controlling Party regarding the performance and servicing of the Woodside Village Loan Pair and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C6)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders Certificateholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder), access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders Owner or any regulatory authority that may exercise authority over a Certificateholder, Certificateholder or a Certificate Owner or Companion Loan NoteholderOwner, the Master Servicer and the Special Servicer each may each require payment from such Certificateholder, a Certificateholder or Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
(b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (TIAA Seasoned Commercial Mortgage Trust 2007-C4)
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder and Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, Certificateholder or a Certificate Owner or Companion Loan NoteholderOwner, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, the applicable Certificateholder or a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CDC Commercial Mortgage Trust 2002-Fx1)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion any Serviced Non-Trust Mortgage Loan Noteholders Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion any Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority seeking such access in respect of the Companion a Serviced Non-Trust Mortgage Loan NoteholdersNoteholder, to records relating to the Companion Loansrelated Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion a Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may each -216- require payment from such Certificateholder, a Certificate Owner or Companion a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
(b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C2)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the UnderwritersDepositor, each Rating Agency, the Rating Agencies, Directing Certificateholder and the Depositor, any Certificateholder, the related Companion Loan Noteholders and Holder or any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special ServicerControlling Holder, as the case may beapplicable (if a Serviced Whole Loan is involved), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan NoteholderOwner, access to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Certificateholder, a Certificate Owner, the Directing Certificateholder and any related Companion Loan Noteholders Holder or any regulatory authority that may exercise authority over Controlling Holder, as applicable (if a Certificateholder, a Certificate Owner or Companion Serviced Whole Loan Noteholderis involved), the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder registration (to the extent access is provided via the Master Servicer's internet website) and the acceptance of a sum sufficient reasonable disclaimer and otherwise adopt reasonable rules and procedures, which may include, to cover the reasonable costs extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the execution and expenses delivery of providing an agreement reasonably governing the availability, use and disclosure of such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or access, including copy charges and reasonable fees for employee time and for space; provided any intellectual property that no charge may be made if such information the Master Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in the preceding paragraphTrustee, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related loan documents or would constitute a waiver of the attorney client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall require (prior not constitute a breach of this Agreement to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a loan document or, in the case of a Serviced Whole Loan, any document relating to the effect that such Person is related Companion Loan prohibiting disclosure of information with respect to the Mortgage Loans, the Companion Loan related to a Holder Serviced Whole Loan or the Mortgaged Properties, constitute a waiver of Certificates the attorney client privilege on behalf of the Trust or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthe Trust Fund or otherwise materially harm the Trust or the Trust Fund. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to Neither the Master Servicer to nor the Master Servicer's reasonable satisfactionSpecial Servicer shall be liable for providing or disseminating information in accordance with the terms of this Agreement.
(b) Once a month, each of the Master Servicer may provide (or forward electronically) (and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions from the Directing Certificateholder during regular business hours at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls time and financial statements obtained by for such duration as the Master Servicer or the Special Servicer; provided that, in connection therewithas applicable, and the Directing Certificateholder shall reasonably agree, regarding the performance and servicing of the Mortgage Loans and/of REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible. As a condition to such disclosure, the Directing Certificateholder shall require execute a written confirmation executed by the requesting Person confidentiality agreement substantially in such the form attached hereto 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.Exhibit M.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-3)
Access to Certain Information. Each of Subject to Section 4.06, the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the Trustee, the Underwriters, Trustee and the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC FDIC, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan NoteholderSecurityholder, access to any records documentation regarding the Serviced Loans Mortgage Loan and the servicing thereof other assets of the Trust Fund that are within its control (which access shall may be limited, in the case of the Companion Loan Noteholders required by this Agreement or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)by applicable law, except to the extent it is prohibited from doing so by applicable law or contract or to the extent that (i) such information documentation is subject to a claim of privilege under applicable law that has been asserted by the Securityholders and of which the Servicer has received written notice or (ii) the Servicer is otherwise prohibited from making such disclosure under applicable law, or may be subject to be asserted on behalf liability for making such disclosure in the opinion of the Certificateholders or counsel for the Companion Loan NoteholdersServicer (which counsel may be a salaried employee of the Servicer). Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours (a) at the offices of the Master Servicer designated by it or (b) alternatively the Servicer may send copies by first class mail of the requested information to the address designated in the written request of the requesting party. However, the Servicer may charge for any copies requested by said Persons. The Servicer shall be permitted to affix a reasonable disclaimer to any information provided by it pursuant to this Section 3.15. Nothing herein shall be deemed to require the Servicer to confirm, represent or warrant the accuracy of (or to be liable or responsible for) any other Person’s information or report, including any communication from any Borrower, the Guarantor, the Parent Guarantor or the Special ServicerManager. The Servicer shall produce the reports required of it under this Agreement; provided, as however, that the case may be, designated by itServicer shall not be required to produce any ad hoc non-standard written reports with respect to the Mortgage Loan or the Sites. In connection with providing the event the Servicer elects to provide such non-standard reports, it may require the Person requesting such report (other than a Rating Agency or granting any information or access pursuant the Trustee) to the prior paragraph to pay a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient reasonable fee to cover the reasonable costs of the preparation thereof. Any transmittal of information hereunder, or with respect to the Mortgage Loan or the Sites, by the Servicer to any Person other than the Trustee, the Rating Agencies or the Depositor shall be accompanied by a letter from the Servicer containing the following provision: “By receiving the information set forth herein, you hereby acknowledge and expenses agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust which issued American Tower Trust I, Secured Tower Revenue Securities or AT Parent or any of providing its subsidiaries from purchasing or selling such Securities or any securities of AT Parent in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information or accessis being provided to you for the purposes of, including copy charges and reasonable fees for employee time and for space; provided that no charge such information may be made if used only in connection with, evaluation by you or another Securityholder, Security Owner or prospective purchaser of such Securities or beneficial interest therein.” The Servicer may make available by electronic media and bulletin board service certain information and may make available by electronic media or bulletin board service (in addition to making such information available as provided herein) any reports or access was information that the Servicer is required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access provide pursuant to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthis Agreement.
Appears in 1 contract
Samples: Trust and Servicing Agreement (American Tower Corp /Ma/)
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the each Companion Loan Noteholders Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the any Companion Loan Noteholders Noteholder or any regulatory authority seeking such access in respect of the a Companion Loan NoteholdersNoteholder, to records relating to the related Companion LoansLoan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the a Companion Loan NoteholdersNoteholder. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided PROVIDED that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Com Mort Pas THR Certs Ser 2000-C3)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the UnderwritersDepositor, each Rating Agency, the Rating Agencies, the Depositor, any Directing Certificateholder, the CP Controlling Holder (if the CP Component Mortgage Loan is involved), and any Companion Loan Noteholders and any Certificate Owner Noteholder(s) (identified as such to if the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may berelated Whole Loan is involved), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan NoteholderOwner, access to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the Loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Directing Certificateholder, a Certificate Ownerthe CP Controlling Holder (if the CP Component Mortgage Loan is involved), the and any Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Noteholder(s) (if the related Whole Loan Noteholderis involved), the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder registration (to the extent access is provided via the Master Servicer's internet website) and the acceptance of a sum sufficient reasonable disclaimer and otherwise adopt reasonable rules and procedures, which may include, to cover the reasonable costs extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the execution and expenses delivery of providing an agreement reasonably governing the availability, use and disclosure of such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or access, including copy charges and reasonable fees for employee time and for space; provided any intellectual property that no charge may be made if such information the Master Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in the preceding paragraphTrustee, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Loan documents or would constitute a waiver of the attorney client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall require (prior not constitute a breach of this Agreement to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan document or Companion Loan document prohibiting disclosure of information with respect to the effect that such Person is Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a Holder waiver of Certificates the attorney client privilege on behalf of the Trust or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthe Trust Fund or otherwise materially harm the Trust or the Trust Fund. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to Neither the Master Servicer to nor the Master Servicer's reasonable satisfactionSpecial Servicer shall be liable for providing or disseminating information in accordance with the terms of this Agreement.
(b) Once a month, each of the Master Servicer may provide (or forward electronically) (and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions from the Directing Certificateholder during regular business hours at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls time and financial statements obtained by for such duration as the Master Servicer or the Special Servicer; provided that, in connection therewithas applicable, and the Directing Certificateholder shall reasonably agree, regarding the performance and servicing of the Mortgage Loans and/of REO Properties for which the Servicer or the Special Servicer, as the case may be, is responsible. As a condition to such disclosure, the Master Servicer Directing Certificateholder shall require execute a written confirmation executed by the requesting Person confidentiality agreement substantially in such the form attached hereto 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.Exhibit M.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2005-2)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion any Serviced Non-Trust Mortgage Loan Noteholders Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion any Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority seeking such access in respect of the Companion a Serviced Non-Trust Mortgage Loan NoteholdersNoteholder, to records relating to the Companion Loansrelated Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion a Serviced Non-Trust Mortgage Loan Noteholders Noteholder -216- or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may each require payment from such Certificateholder, a Certificate Owner or Companion a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
(b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Serviced Loan Combination Controlling Party regarding the performance and servicing of each Serviced Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2006-C7)
Access to Certain Information. Each of the The Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer Servicer) or Companion Loan Noteholder, and the Special ServicerServicer shall afford to the Trustee and to the OTS, as the case FDIC and any other banking or insurance regulatory authority that may be) exercise authority over any Certificateholder, Certificate Owner or Companion Loan Noteholder, access to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, the Master Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions from the Controlling Class Directing Holder or the related Companion Loan Noteholder, if any, regarding the performance and servicing of the Mortgage Loans and/of REO Properties for which the Master Servicer is responsible. Except as provided in the following sentence, in connection with providing the Controlling Class Directing Holder or the related Companion Loan Noteholder, as applicable, with the information described in the preceding sentence, the Master Servicer shall require (prior to providing such information for the first time to such Controlling Class Directing Holder or Companion Loan Noteholder) a written confirmation executed by the Controlling Class Directing Holder or Companion Loan Noteholder, as applicable, in the form of Exhibit M attached hereto, generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with such party). In the case of the initial Controlling Class Directing Holder, upon its acquisition of the Class Q Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenwich Capital Commercial Fund Corp Comm Mort Tr 2003-C1)
Access to Certain Information. Each Subject to the provisions of Section 2.10, the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the Indenture Trustee, the Underwriters, Controlling Class Representative and the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder, Agencies access to any records documentation regarding the Serviced Loans and the servicing thereof Notes that are within its control (which access shall may be limited, in the case of the Companion Loan Noteholders required by this Agreement or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)by applicable law, except to the extent it is prohibited from doing so by applicable law or contract or to the extent that (i) such information documentation is subject to a claim of privilege under applicable law that has been asserted by the Noteholders and of which the Servicer has received written notice or (ii) the Servicer is otherwise prohibited from making such disclosure under applicable law, or may be subject to liability for making such disclosure in the Opinion of Counsel for the Servicer (which counsel may be asserted on behalf a salaried employee of the Certificateholders or the Companion Loan NoteholdersServicer). Such access shall be afforded without charge, but only upon reasonable prior written request and during normal business hours (a) at the offices of the Master Servicer designated by it or (b) alternatively, the Servicer may send copies by first class mail of the requested information to the address designated in the written request of the requesting party. However, the Servicer may charge for any copies requested by said Persons. The Servicer shall be permitted to affix a reasonable disclaimer to any information provided by it pursuant to this Section 2.07. Nothing herein shall be deemed to require the Servicer to confirm, represent or warrant the accuracy of (or to be liable or responsible for) any other Person’s information or report, including any communication from the Issuer, any Asset Entity or the Special ServicerManager. The Servicer shall produce the reports required of it under this Agreement; provided, as however, that the case may be, designated by itServicer shall not be required to produce any ad hoc non-standard written reports with respect to the Notes or the Tenant Site Assets. In connection with providing the event the Servicer elects to provide such non-standard reports, it may require the Person requesting such report (other than the Rating Agencies or granting any information or access pursuant the Indenture Trustee) to the prior paragraph to pay a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient reasonable fee to cover the reasonable costs and expenses of providing such the preparation thereof. Any transmittal of information hereunder, or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access respect to the information described in Notes or the preceding paragraphTenant Site Assets, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Servicer to any Person substantially in such form as may be reasonably acceptable to other than the Master Servicer Indenture Trustee or the Special ServicerRating Agencies shall be accompanied by a letter from the Servicer containing the following provision: By receiving the information set forth herein, as you hereby acknowledge and agree that the case may beUnited States securities laws restrict any person who possesses material, generally to non-public information regarding the effect that such Person is a Holder of Certificates Notes or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any CertificateholderIssuer, or any Certificate Owner identified of its subsidiaries from purchasing or selling such Notes or any securities of the Issuer, in circumstances where the other party to the Master transaction is not also in possession of such information. You also acknowledge and agree that such information is being provided to you for the purposes of, and such information may be used only in connection with, evaluation by you or another Noteholder, Note Owner or prospective purchaser of such Notes or beneficial interest therein. The Servicer may make available by electronic media certain information and any reports that the Servicer is required to provide pursuant to this Agreement (in addition to delivering such information to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; Indenture Trustee as 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 confidentialherein).
Appears in 1 contract
Samples: Servicing Agreement (Landmark Infrastructure Partners LP)
Access to Certain Information. Each of the (a) The Master Servicer and the Special Servicer shall afford to the Trustee, the UnderwritersDepositor, each Rating Agency, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), Controlling Class Representative and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the Mortgage Loan Documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the such Master Servicer or the such Special Servicer, as the case may be, designated by it. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan NoteholderControlling Class Representative, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder registration (to the extent access is provided via the Master Servicer's Internet Website) and the acceptance of a sum sufficient to cover the reasonable costs and expenses of providing such information or accesscustomary disclaimer and otherwise adopt reasonable rules and procedures, including copy charges and reasonable fees for employee time and for space; provided that no charge which may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access include, to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent the Master Servicer or the Special Servicer, as applicable, deems necessary or appropriate, conditioning access on the case may beexecution and delivery of an agreement governing the availability, generally to the effect that use and disclosure of such Person is a Holder information.
(b) Neither of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to or the Master Servicer's reasonable satisfaction, Special Servicer shall be liable for providing or disseminating information in accordance with the Master Servicer may provide terms of this Agreement.
(or forward electronicallyc) (On a monthly basis at a time mutually agreed upon by the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls Controlling Class Representative and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require and the Special Servicer shall, without charge, make a written confirmation executed knowledgeable Servicing Officer available, at the option of such Controlling Class Representative either by telephone or at the requesting Person substantially office of such Servicing Officer, to answer questions from such Controlling Class Representative regarding the performance and servicing of the Mortgage Loans in and/or REO Properties for which such form as may be reasonably acceptable to the Master Servicer or Special Servicer, generally to as the effect that such Person case may be, is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialresponsible.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Credit Suisse Commercial Mortgage Trust Series 2006-C3)
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder, access to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, the Master Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions from the Controlling Class Directing Holder or any Companion Loan Noteholder, if any, regarding the performance of any Serviced Loan that is delinquent, Specially Serviced Loan, Mortgage Loans, any Serviced Companion Loan on the CMSA Servicer Watch List or Serviced Loans otherwise reasonably identified as exhibiting delinquent performance. The Controlling Class Directing Holder, (and, if applicable, the with respect to a Serviced Companion Loan, the Companion Noteholder) agrees to identify for the Master Servicer in advance, but at least two (2) Business Days prior to the related monthly conference) the Serviced Loans it intends to discuss. Except as provided in the following sentence, in connection with providing the Controlling Class Directing Holder or a Companion Loan Noteholder, as applicable, with the information described in the first sentence of this paragraph, the Master Servicer shall require (prior to providing such information for the first time to such Controlling Class Directing Holder or Companion Loan Noteholder) a written confirmation executed by the Controlling Class Directing Holder or Companion Loan Noteholder, as applicable, in the form of Exhibit N attached hereto, generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential. In the case of the initial Controlling Class Directing Holder, upon its acquisition of the Class P Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law.
Appears in 1 contract
Access to Certain Information. Each Subject to the provisions of Section 2.11, the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the Indenture Trustee, the Underwriters, Controlling Class Representative and the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder, Agencies access to any records documentation regarding the Serviced Loans and the servicing thereof Notes that are within its control (which access shall may be limited, in the case of the Companion Loan Noteholders required by this Agreement or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)by applicable law, except to the extent it is prohibited from doing so by applicable law or contract or to the extent that (i) such information documentation is subject to a claim of privilege under applicable law that has been asserted by the Noteholders and of which the Servicer has received written notice or (ii) the Servicer is otherwise prohibited from making such disclosure under applicable law, or may be subject to be asserted on behalf liability for making such disclosure in the opinion of the Certificateholders or counsel for the Companion Loan NoteholdersServicer (which counsel may be a salaried employee of the Servicer). Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours (a) at the offices of the Master Servicer designated by it or (b) alternatively the Servicer may send copies by first class mail of the requested information to the address designated in the written request of the requesting party. However, the Servicer may charge for any copies requested by said Persons. The Servicer shall be permitted to affix a reasonable disclaimer to any information provided by it pursuant to this Section 2.08. Nothing herein shall be deemed to require the Servicer to confirm, represent or warrant the accuracy of (or to be liable or responsible for) any other Person’s information or report, including any communication from the Issuer Entity, any Asset Entity or the Special ServicerManager. The Servicer shall produce the reports required of it under this Agreement; provided, as however, that the case may be, designated by itServicer shall not be required to produce any ad hoc non-standard written reports with respect to the Notes or the Tower Sites. In connection with providing the event the Servicer elects to provide such non-standard reports, it may require the Person requesting such report (other than a Rating Agency or granting any information or access pursuant the Indenture Trustee) to the prior paragraph to pay a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient reasonable fee to cover the reasonable costs of the preparation thereof. Any transmittal of information hereunder, or with respect to the Notes or the Tower Sites, by the Servicer to any Person other than the Indenture Trustee or the Rating Agencies shall be accompanied by a letter from the Servicer containing the following provision: By receiving the information set forth herein, you hereby acknowledge and expenses agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Senior Secured Tower Revenue Notes, Series 2005-1 or Crown Castle International Corp. or any of providing its subsidiaries from purchasing or selling such Notes or any securities of Crown Castle International Corp. in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information or accessis being provided to you for the purposes of, including copy charges and reasonable fees for employee time and for space; provided that no charge such information may be made if used only in connection with, evaluation by you or another Noteholder, Note Owner or prospective purchaser of such Notes or beneficial interest therein. The Servicer may make available by electronic media and bulletin board service certain information and may make available by electronic media or bulletin board service (in addition to making such information available as provided herein) any reports or access was information that the Servicer is required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access provide pursuant to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthis Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Crown Castle International Corp)
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion any XX Xxxx Non-Trust Mortgage Loan Noteholders Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion any XX Xxxx Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion any XX Xxxx Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority seeking such access in respect of the Companion a XX Xxxx Non-Trust Mortgage Loan NoteholdersNoteholder, to records relating to the Companion Loansrelated XX Xxxx Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion XX Xxxx Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion a XX Xxxx Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion a XX Xxxx Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may each require payment from such Certificateholder, a Certificate Owner or Companion a XX Xxxx Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Lb Ubs Com Mort Tr 2003-C8)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion any Non-Trust Mortgage Loan Noteholders Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion any Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion any Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority seeking such access in respect of the Companion a Non-Trust Mortgage Loan NoteholdersNoteholder, to records relating to the Companion Loansrelated Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion a Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion a Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may each require payment from such Certificateholder, a Certificate Owner or Companion a Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
(b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Loan Combination Controlling Party regarding the performance and servicing of each Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class S Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C1)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the UnderwritersDepositor, each Rating Agency, the Rating Agencies, Directing Certificateholder and the Depositor, any Certificateholder, One Stamford Forum Note B Holder (if the Companion Serviced Whole Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may beis involved), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan NoteholderOwner, access to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Certificateholder, a Certificate Owner, Directing Certificateholder and the Companion One Stamford Forum Note B Holder (if the Serviced Whole Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholderis involved), the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder registration (to the extent access is provided via the Master Servicer's internet website) and the acceptance of a sum sufficient reasonable disclaimer and otherwise adopt reasonable rules and procedures, which may include, to cover the reasonable costs extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the execution and expenses delivery of providing an agreement reasonably governing the availability, use and disclosure of such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or access, including copy charges and reasonable fees for employee time and for space; provided any intellectual property that no charge may be made if such information the Master Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in the preceding paragraphTrustee, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related loan documents or would constitute a waiver of the attorney client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall require (prior not constitute a breach of this Agreement to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a loan documents or One Stamford Forum Note B document prohibiting disclosure of information with respect to the effect that such Person is Mortgage Loans or One Stamford Forum Note B or the Mortgaged Properties, constitute a Holder waiver of Certificates the attorney client privilege on behalf of the Trust or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthe Trust Fund or otherwise materially harm the Trust or the Trust Fund. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to Neither the Master Servicer to nor the Master Servicer's reasonable satisfactionSpecial Servicer shall be liable for providing or disseminating information in accordance with the terms of this Agreement.
(b) Once a month, each of the Master Servicer may provide (or forward electronically) (and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions from the Directing Certificateholder during regular business hours at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls time and financial statements obtained by for such duration as the Master Servicer or the Special Servicer; provided that, in connection therewithas applicable, and the Directing Certificateholder shall reasonably agree, regarding the performance and servicing of the Mortgage Loans and/of REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible. As a condition to such disclosure, the Directing Certificateholder shall require execute a written confirmation executed by the requesting Person confidentiality agreement substantially in such the form attached hereto 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.Exhibit M.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2006-3)
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the UnderwritersDepositor, each Rating Agency, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), Directing Certificateholder and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the Mortgage Loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Directing Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder registration (to the extent access is provided via the Master Servicer's Internet Website) and the acceptance of a sum sufficient to cover the reasonable costs disclaimer and expenses of providing such information or accessotherwise adopt reasonable rules and procedures, including copy charges and reasonable fees for employee time and for space; provided that no charge which may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access include, to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the case may beexecution and delivery of an agreement reasonably governing the availability, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates use and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense disclosure of such Certificateholder or Certificate Owner) copies information. The failure of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; Servicer to provide access as provided that, in connection therewith, this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or any intellectual property which the Master Servicer shall require a written confirmation executed or the Special Servicer is restricted by the requesting Person substantially in such form as may be reasonably acceptable to license or contract from disclosing. Neither the Master Servicer, generally to Servicer nor the effect that such Person is a Holder Special Servicer shall be liable for providing or disseminating information in accordance with the terms of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthis Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass Thru Certs Series 2001-3)
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner or Companion Loan Noteholder (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder), access to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the request of the Controlling Class Representative made not more frequently than once a month (which request may be a standing, continuing request), or at such mutually acceptable time each month as the Controlling Class Representative shall reasonably designate, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available, at the option of the Controlling Class Representative either by telephone or at the office of such Servicing Officer, to answer questions from the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which such Master Servicer or Special Servicer, as the case may be, is responsible. The Master Servicer and the Special Servicer each shall condition such disclosure upon the Controlling Class Representative entering into a reasonable and customary confidentiality agreement reasonably acceptable to such servicer and the Controlling Class Representative regarding such disclosure to it. Neither the Master Servicer nor the Special Servicer shall be required to provide any information or disclosures in violation of any applicable law, rule or regulation.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2)
Access to Certain Information. (a) Each of the Master Servicer and the each Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agenciesany Fiscal Agent, the Depositor, any Certificateholdereach Rating Agency, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), Controlling Class Representative and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the Mortgage Loan Documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the such Master Servicer or the such Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Each Master Servicer and the each Special Servicer may shall each require payment from such Certificateholder, be entitled to affix a Certificate Owner or Companion Loan Noteholder reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable lawany other party hereto). In connection with providing Certificateholders and Certificate Owners access to such records to the information described in the preceding paragraphControlling Class Representative, the each Master Servicer and each Special Servicer may require registration (to the extent access is provided via a Master Servicer's Internet Website) and the acceptance of a reasonable and customary disclaimer and otherwise adopt reasonable rules and procedures, which may include, to the extent a Master Servicer or a Special Servicer, as applicable, deems necessary or appropriate, conditioning access on the execution and delivery of an agreement governing the availability, use and disclosure of such information.
(b) None of the Master Servicers or the Special Servicer Servicers shall require be liable for providing or disseminating information in accordance with the terms of this Agreement.
(prior to affording such accessc) On a written confirmation executed monthly basis at a time mutually agreed upon by the requesting Person substantially in such form as may be reasonably acceptable to Controlling Class Representative and the applicable Master Servicer or the applicable Special Servicer, each Master Servicer and each Special Servicer shall, without charge, make a knowledgeable Servicing Officer available, at the option of such Controlling Class Representative either by telephone or at the office of such Servicing Officer, to answer questions from such Controlling Class Representative regarding the performance and servicing of the Mortgage Loans in and/or REO Properties for which such Master Servicer or Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialresponsible.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CSFB Mortgage Sec Corp Comm Mort Pass THR Cert Ser 2003-Cnp1)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion any Serviced Non-Trust Mortgage Loan Noteholders Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion any Serviced Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion any Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority seeking such access in respect of the Companion a Serviced Non-Trust Mortgage Loan NoteholdersNoteholder, to records relating to the Companion Loansrelated Serviced Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Serviced Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion a Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion a Serviced Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may each require payment from such Certificateholder, a Certificate Owner or Companion a Serviced Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
(b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties, (ii) the Somerset Collection Subordinate Non-Trust Mortgage Loan Noteholder, if and for so long as it constitutes the Somerset Collection Directing Lender, regarding the performance and servicing of the Somerset Collection Loan Group and/or the Somerset Collection REO Property, (iii) from the Xxxxxxxx Place Non-Trust Mortgage Loan Noteholder, unless and until a Xxxxxxxx Place Threshold Event has occurred, regarding the performance and servicing of the Xxxxxxxx Place Loan Pair and/or the Xxxxxxxx Place REO Property and (iv) from the Cumberland Place Non-Trust Mortgage Loan Noteholder, if and for so long as it constitutes the Cumberland Place Directing Lender, regarding the performance and servicing of the Cumberland Place Loan Pair and/or the Cumberland Place REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a written confirmation executed by the Controlling Class Representative, in the form of Exhibit O attached hereto, generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Lb-Ubs Comm Mort Trust 2004-C2)
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the UBS Warburg Building Companion Loan Noteholders Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or the UBS Warburg Building Companion Loan Noteholder, access to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the UBS Warburg Building Companion Loan Noteholders Noteholder or any regulatory authority seeking such access in respect of the UBS Warburg Building Companion Loan NoteholdersNoteholder, to records relating to the UBS Warburg Building Companion LoansLoan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the UBS Warburg Building Companion Loan NoteholdersNoteholder. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the UBS Warburg Building Companion Loan Noteholders Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or the UBS Warburg Building Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or the UBS Warburg Building Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Securities Corp)
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder, access to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, the Master Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions from the Controlling Class Directing Holder or any Companion Loan Noteholder (or Holder of the Class OEA-B Certificates), if any, regarding the performance and servicing of the Mortgage Loans and/of REO Properties for which the Master Servicer is responsible. Except as provided in the following sentence, in connection with providing the Controlling Class Directing Holder or a Companion Loan Noteholder (or Holder of the Class OEA-B Certificates), as applicable, with the information described in the preceding sentence, the Master Servicer shall require (prior to providing such information for the first time to such Controlling Class Directing Holder or Companion Loan Noteholder (or Holder of the Class OEA-B Certificates)) a written confirmation executed by the Controlling Class Directing Holder or Companion Loan Noteholder (or Holder of the Class OEA-B Certificates), as applicable, in the form of Exhibit N attached hereto, generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential. In the case of the initial Controlling Class Directing Holder, upon its acquisition of the Class P Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law.
Appears in 1 contract
Access to Certain Information. Each of the Master Servicer and the Special Servicer (a) The Certificate Administrator shall afford to any Privileged Person (other than the TrusteeRating Agency, the UnderwritersBorrower, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders Borrower Sponsor or property manager and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), respective Affiliate thereof) and to the OTSOffice of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any CertificateholderCertificateholder or any Companion Loan Holder (or any registered holder or beneficial holder of Companion Loan Securities), Certificate Owner access to any documentation regarding the Whole Loan or the other assets of the Trust Fund that are in its possession or within its control including, without limitation:
(identified as such i) the Whole Loan files, including any and all modifications, waivers and amendments to the reasonable satisfaction terms of the Master Whole Loan entered into or consented to by the Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder, access to any records regarding the Serviced Loans Servicer and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating delivered to the Companion Loans)Certificate Administrator;
(ii) the annual, except to the extent it is prohibited from doing so quarterly and monthly operating statements, if any, collected by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders Servicer or Special Servicer, as applicable, and delivered to the Companion Loan NoteholdersCertificate Administrator for the Property, and
(iii) all notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing revealed any failure of the Property to comply with any applicable law, including any environmental law, or which revealed an environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or remediation. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or Certificate Administrator. The Certificate Administrator will provide copies of the Special Servicer, as items described in this Section 8.14(a) above upon reasonable written request of the case Privileged Persons. The Certificate Administrator may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover for the reasonable costs and expenses of providing such information or access, including copy charges the copies and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall also require (prior to affording such access) a written confirmation executed by the requesting Person substantially Person, in such a form as may be reasonably acceptable to the Master Servicer or the Special ServicerCertificate Administrator, as the case may be, generally to the effect that such the Person making the request is a Holder Beneficial Owner or prospective purchaser of Certificates or a beneficial holder of Book-Entry Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and will otherwise keep such the information confidential. Upon the reasonable request of any CertificateholderCertificateholders, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided thatacceptance of their Certificates, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may will be reasonably acceptable deemed to the Master Servicer, generally have agreed to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such this information confidential.
(b) The Certificate Administrator shall make available to Privileged Persons, via the Certificate Administrator’s Website, the following items (to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format to txxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx):
Appears in 1 contract
Samples: Trust and Servicing Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders Certificateholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan Noteholder), access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion Loan Noteholders Owner or any regulatory authority that may exercise authority over a Certificateholder, a Certificateholder or Certificate Owner or Companion Loan NoteholderOwner, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificateholder or Certificate Owner or Companion Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request .
(b) No less often than on a monthly basis, each of any Certificateholder, or any Certificate Owner identified to the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions from the Master Servicer's reasonable satisfaction, Controlling Class Representative regarding the Master Servicer may provide (or forward electronically) (at performance and servicing of the expense Mortgage Loans and/of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by REO Properties for which the Master Servicer or the Special Servicer; provided that, in connection therewithas the case may be, 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 confidentialresponsible.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass-Through Certificates Series 2000-C4)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating Agencies, the Depositor, any Certificateholder, the Companion any Non-Trust Mortgage Loan Noteholders Noteholder and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion any Non-Trust Mortgage Loan Noteholder, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion any Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority seeking such access in respect of the Companion a Non-Trust Mortgage Loan NoteholdersNoteholder, to records relating to the Companion Loansrelated Non-Trust Mortgage Loan), except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Non-Trust Mortgage Loan Noteholders. Such access shall be afforded only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it. In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Certificate Owner, the Companion a Non-Trust Mortgage Loan Noteholders Noteholder or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion a Non-Trust Mortgage Loan Noteholder, the Master Servicer and the Special Servicer each may each require payment from such Certificateholder, a Certificate Owner or Companion a Non-Trust Mortgage Loan Noteholder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential.
(b) No less often than on a monthly basis, upon reasonable prior notice and during normal business hours, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions (if and to the extent the Master Servicer or the Special Servicer, as the case may be, is responsible (or, in the case of the Special Servicer, would be responsible upon the occurrence of a Servicing Transfer Event) for the servicing thereof) from the following parties: (i) the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or the REO Properties; and (ii) the related Loan Combination Controlling Party regarding the performance and servicing of each Loan Combination and/or any related REO Property. Except as provided in the following sentence, in connection with providing the Controlling Class Representative with the information described in the preceding sentence, the Master Servicer and the Special Servicer shall require (prior to providing such information for the first time to such Controlling Class Representative) a Controlling Class Representative Confirmation (as defined in Section 6.09(b)), generally to the effect that such Person will keep any information received by it from time to time pursuant to this Agreement confidential (other than with respect to communications with the Controlling Class). In the case of the initial Controlling Class Representative, upon its or an Affiliate's acquisition of the Class T Certificates, such entity shall be deemed to have agreed to keep all non-public information received by it in such capacity from time to time pursuant to this Agreement confidential, subject to applicable law, and such initial Controlling Class Representative shall be deemed to have made such agreement without delivery of the Controlling Class Representative Confirmation.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C3)
Access to Certain Information. Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Underwriters, the Rating AgenciesFiscal Agent, the Depositor, any Certificateholdereach Rating Agency, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), Directing Certificateholder and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan NoteholderOwner, access to any records regarding the Serviced Mortgage Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the Mortgage Loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Directing Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder registration (to the extent access is provided via the Master Servicer's internet website) and the acceptance of a sum sufficient to cover the reasonable costs disclaimer and expenses of providing such information or accessotherwise adopt reasonable rules and procedures, including copy charges and reasonable fees for employee time and for space; provided that no charge which may be made if such information or access was required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access include, to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the case may beexecution and delivery of an agreement reasonably governing the availability, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates use and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense disclosure of such Certificateholder or Certificate Owner) copies information. The failure of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; Servicer to provide access as provided that, in connection therewith, this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or any intellectual property that the Master Servicer shall require a written confirmation executed or the Special Servicer is restricted by the requesting Person substantially in such form as may be reasonably acceptable to license or contract from disclosing. Neither the Master Servicer, generally to Servicer nor the effect that such Person is a Holder Special Servicer shall be liable for providing or disseminating information in accordance with the terms of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthis Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Comm Mort Inc Pass Throu Certs Series 2004 2)
Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the UnderwritersDepositor, each Rating Agency, the Rating Agencies, Directing Certificateholder and the Depositor, any Certificateholder, the related Companion Loan Noteholders and any Certificate Owner Holder (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may beif a Whole Loan is involved), and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificateholder or Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan NoteholderOwner, access to any records regarding the Serviced Loans and the servicing thereof within its control (which access shall be limited, in the case of the Companion Loan Noteholders or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)control, except to the extent it is prohibited from doing so by applicable law law, the terms of the loan documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Loan NoteholdersCertificateholders. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it; provided, however, that Certificateholders and Certificate Owners shall be required to pay their own photocopying costs. The Master Servicer and the Special Servicer shall each be entitled to affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto). In connection with providing or granting any information or access pursuant to such records to the prior paragraph to a Certificateholder, a Certificate Owner, Directing Certificateholder and the related Companion Loan Noteholders or any regulatory authority that may exercise authority over Holder (if a Certificateholder, a Certificate Owner or Companion Whole Loan Noteholderis involved), the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder registration (to the extent access is provided via the Master Servicer's internet website) and the acceptance of a sum sufficient reasonable disclaimer and otherwise adopt reasonable rules and procedures, which may include, to cover the reasonable costs extent the Master Servicer or the Special Servicer, as applicable, deems necessary or reasonably appropriate, conditioning access on the execution and expenses delivery of providing an agreement reasonably governing the availability, use and disclosure of such information. The failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.15. The Master Servicer and the Special Servicer may each deny any of the foregoing persons access to confidential information or access, including copy charges and reasonable fees for employee time and for space; provided any intellectual property that no charge may be made if such information the Master Servicer or access was required to be given the Special Servicer is restricted by license or made available under applicable lawcontract from disclosing. In connection with providing Certificateholders and Certificate Owners access to information pursuant to this Section 3.15 to parties other than the information described in the preceding paragraphTrustee, the Master Servicer and the Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related loan documents or would constitute a waiver of the attorney client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall require (prior not constitute a breach of this Agreement to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to extent that the Master Servicer or the Special Servicer, as the case may be, generally determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a loan document or, in the case of a Whole Loan, any document relating to the effect that such Person is related Companion Loan prohibiting disclosure of information with respect to the Mortgage Loans, the Companion Loan related to a Holder Whole Loan or the Mortgaged Properties, constitute a waiver of Certificates the attorney client privilege on behalf of the Trust or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthe Trust Fund or otherwise materially harm the Trust or the Trust Fund. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to Neither the Master Servicer to nor the Master Servicer's reasonable satisfactionSpecial Servicer shall be liable for providing or disseminating information in accordance with the terms of this Agreement.
(b) Once a month, each of the Master Servicer may provide (or forward electronically) (and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer available to answer questions from the Directing Certificateholder during regular business hours at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls time and financial statements obtained by for such duration as the Master Servicer or the Special Servicer; provided that, in connection therewithas applicable, and the Directing Certificateholder shall reasonably agree, regarding the performance and servicing of the Mortgage Loans and/of REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible. As a condition to such disclosure, the Directing Certificateholder shall require execute a written confirmation executed by the requesting Person confidentiality agreement substantially in such the form attached hereto 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.Exhibit M.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2006-6)
Access to Certain Information. Each of Subject to Section 4.06, the Master Servicer and the Special Servicer shall afford provide or cause to be provided to the Trustee, the Underwriters, Trustee and the Rating Agencies, the Depositor, any Certificateholder, the Companion Loan Noteholders and any Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be), and to the OTS, the FDIC FDIC, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, Certificate Owner (identified as such to the reasonable satisfaction of the Master Servicer or the Special Servicer, as the case may be) or Companion Loan NoteholderSecurityholder, access to any records documentation regarding the Serviced Loans Mortgage Loan and the servicing thereof other assets of the Trust Fund that are within its control (which access shall may be limited, in the case of the Companion Loan Noteholders required by this Agreement or any regulatory authority seeking such access in respect of the Companion Loan Noteholders, to records relating to the Companion Loans)by applicable law, except to the extent it is prohibited from doing so by applicable law or contract or to the extent that (i) such information documentation is subject to a claim of privilege under applicable law that has been asserted by the Securityholders and of which the Servicer has received written notice or (ii) the Servicer is otherwise prohibited from making such disclosure under applicable law, or may be subject to be asserted on behalf liability for making such disclosure in the opinion of the Certificateholders or counsel for the Companion Loan NoteholdersServicer (which counsel may be a salaried employee of the Servicer). Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours (a) at the offices of the Master Servicer designated by it or (b) alternatively the Servicer may send copies by first class mail of the requested information to the address designated in the written request of the requesting party. However, the Servicer may charge for any copies requested by said Persons. The Servicer shall be permitted to affix a reasonable disclaimer to any information provided by it pursuant to this Section 3.15. Nothing herein shall be deemed to require the Servicer to confirm, represent or warrant the accuracy of (or to be liable or responsible for) any other Person’s information or report, including any communication from any Borrower, the Guarantor, the Parent Guarantor or the Special ServicerManager. The Servicer shall produce the reports required of it under this Agreement; provided, as however, that the case may be, designated by itServicer shall not be required to produce any ad hoc non-standard written reports with respect to the Mortgage Loan or the Sites. In connection with providing the event the Servicer elects to provide such non-standard reports, it may require the Person requesting such report (other than a Rating Agency or granting any information or access pursuant the Trustee) to the prior paragraph to pay a Certificateholder, a Certificate Owner, the Companion Loan Noteholders or any regulatory authority that may exercise authority over a Certificateholder, a Certificate Owner or Companion Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder, a Certificate Owner or Companion Loan Noteholder of a sum sufficient reasonable fee to cover the reasonable costs of the preparation thereof. Any transmittal of information hereunder, or with respect to the Mortgage Loan or the Sites, by the Servicer to any Person other than the Trustee, the Rating Agencies or the Depositor shall be accompanied by a letter from the Servicer containing the following provision: “By receiving the information set forth herein, you hereby acknowledge and expenses agree that the United States securities laws restrict any person who possesses material, non-public information regarding the Trust which issued American Tower Trust I, Secured Xxxxx Xxxxxxx Securities or AT Parent or any of providing its subsidiaries from purchasing or selling such Securities or any securities of AT Parent in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such information or accessis being provided to you for the purposes of, including copy charges and reasonable fees for employee time and for space; provided that no charge such information may be made if used only in connection with, evaluation by you or another Securityholder, Security Owner or prospective purchaser of such Securities or beneficial interest therein.” The Servicer may make available by electronic media and bulletin board service certain information and may make available by electronic media or bulletin board service (in addition to making such information available as provided herein) any reports or access was information that the Servicer is required to be given or made available under applicable law. In connection with providing Certificateholders and Certificate Owners access provide pursuant to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidential. Upon the reasonable request of any Certificateholder, or any Certificate Owner identified to the Master Servicer to the Master Servicer's reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or Certificate Owner) copies of any operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special Servicer; provided that, in connection therewith, the Master Servicer shall require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates and will keep such information confidentialthis Agreement.
Appears in 1 contract
Samples: Trust and Servicing Agreement (American Tower Corp /Ma/)