Common use of Annual Reports on Assessment of Compliance with Servicing Criteria Clause in Contracts

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year commencing in March 2018, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 21 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C41), Pooling and Servicing Agreement (CD 2017-Cd6 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-C4)

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Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year commencing in March 20182020, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 20 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2019-B14 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Pooling and Servicing Agreement (Benchmark 2019-B15 Mortgage Trust)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year commencing in March 20182017, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and only after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible FormatXXXXX compatible format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 17 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Pooling and Servicing Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15th of each year year, commencing in March 20182014, the Master Servicer, the Special Servicer, the Certificate AdministratorTrustee, the Custodian, the Operating Senior Trust Advisor and, if it has made (or is required to make) an Advance during and the applicable calendar year, the TrusteeCertificate Administrator, each at its own expense, shall furnish (and each of the preceding parties, as applicable, such party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Special Servicer, Trustee, Senior Trust Advisor, Custodian or Certificate Administrator that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, furnish and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) (each Master Servicer, to the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made Depositor (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer) , also to the Senior Trust Advisor), and the Depositor17g-5 Information Provider, a report on an assessment substantially in the form of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, Exhibit II or in such other format as otherwise agreed upon form provided by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act such Reporting Party and the applicable Certifying Servicer) Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB and AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant With respect to this Section 10.09 any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided to any Certificateholderin XXXXX-Compatible Format, or in such other format agreed upon the written request thereof, by the Depositor, the Certificate AdministratorAdministrator and the Reporting Servicer. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement AA hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement AA and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the TrusteeTrust for the preceding calendar year. Notwithstanding the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) is in form and substance in compliance with the requirements respect of Regulation ABtheir combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.

Appears in 12 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C17), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14)

Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st (asubject to a grace period through March 15th) On or before March 1 of each year year, commencing in March 20182014, the Master ServicerServicers, the Special ServicerServicers (regardless of whether such Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Advisor and, Trustee (but only if it has made (or is required to make) an Advance a Servicing Function Participant during the applicable calendar year), the TrusteeTrust Advisor and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall furnish (and each of the preceding parties, as applicable, applicable Master Servicer and the applicable Special Servicer shall (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnishcause, and (ii) with respect to any other Servicing Function Participant of such party party, cause, by March 1st (subject to a grace period through March 15th) each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant furnish, each at its own expense, to furnish) (each Master Servicer, the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, Depositor (and to any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of Trustee for any Other Securitization that includes a report furnished by the Special ServicerServiced Pari Passu Companion Loan) and the DepositorRule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement), a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.08, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.13 shall be provided made available to any Certificateholder, upon the written request thereof, Privileged Person by the Certificate AdministratorAdministrator pursuant to Section 8.12(b) of this Agreement and to any Rating Agency and NRSRO by the Rule 17g-5 Information Provider pursuant to Section 8.12(c) of this Agreement. Each such report No later than 10 Business Days after the end of each fiscal year for the Trust (and any Other Securitization that includes a Serviced Pari Passu Companion Loan) for which a Form 10-K is required to be filed, the Master Servicers and the Special Servicers shall be addressed each forward to the Certificate Administrator and the Depositor (and to the Other Depositor and Other Trustee for any Other Securitization that includes a Serviced Pari Passu Companion Loan) the name and contact information of each Other Depositor Servicing Function Participant engaged by it during such year or portion thereof (if addressedexcept with respect to any Designated Sub-Servicer) and signed by an authorized officer of the applicable company, and shall address each of the what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Servicing Function Participant. When the Master Servicers, the Special Servicers, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function Participant submit their respective assessments by March 1st (subject to this Agreement delivered a grace period through March 15th), as applicable, to the Depositor on Certificate Administrator, each such party shall also at such time, if it has received the Closing Dateassessment (and attestation pursuant to Section 11.14) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate Administrator. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor (and each any Other Depositor may for any Other Securitization that includes a Serviced Pari Passu Companion Loan) shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicers, the Special Servicers, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by such party, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule III and notify the Depositor (and the Other Depositor for any Other Securitization that includes a Serviced Pari Passu Companion Loan) of any exceptions. For None of the avoidance of doubtMaster Servicers, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicers, the Trustee Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long as it has received written confirmation from the Depositor (and the Other Depositor for any Other Securitization that includes a Serviced Pari Passu Companion Loan) that a Form 10-K is not required to be filed in respect of the Trust (or, in the case of Serviced Pari Passu Companion Loan, the related Other Securitization that includes such Serviced Pari Passu Companion Loan) for the preceding calendar year. The Depositor will provide such written notice if such Form 10-K is not required. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 11.13 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 11.13 by a Master Servicer, a Special Servicer, the Certificate Administrator, the Trustee) is , the Trust Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations or a Servicer Termination Event, as applicable, under this Agreement unless otherwise provided for in this Agreement. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator will use reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in this Section and an attestation as described in Section 11.14 from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator and in form and substance similar to the annual report on assessment of compliance described in compliance with this Section 11.13 and the requirements of Regulation ABattestation described in Section 11.14.

Appears in 11 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-Lc14)

Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st (asubject to a grace period through March 15th) On or before March 1 of each year year, commencing in March 20182015, the Master ServicerServicers, the Special ServicerServicers (regardless of whether such Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar yearTrustee, the TrusteeTrust Advisor and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall furnish (and each of the preceding parties, as applicable, applicable Master Servicer and the applicable Special Servicer shall (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnishcause, and (ii) with respect to any other Servicing Function Participant of such party party, cause, by March 1st (subject to a grace period through March 15th) each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant furnish, each at its own expense, to furnish) (each Master Servicer, the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, Depositor (and to any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special ServicerTrustee) and the DepositorRule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement), a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage-backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.08, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.13 shall be provided made available to any Certificateholder, upon the written request thereof, Privileged Person by the Certificate AdministratorAdministrator pursuant to Section 8.12(b) of this Agreement and to any Rating Agency and NRSRO by the Rule 17g-5 Information Provider pursuant to Section 8.12(c) of this Agreement. Each such report No later than 10 Business Days after the end of each fiscal year for the Trust (and any Other Securitization) for which a Form 10-K is required to be filed, the Master Servicers and the Special Servicers shall be addressed each forward to the Certificate Administrator and the Depositor (and to any Other Depositor and any Other Trustee) the name and contact information of each Other Depositor Servicing Function Participant engaged by it during such year or portion thereof (if addressedexcept with respect to any Designated Sub-Servicer) and signed by an authorized officer of the applicable company, and shall address each of the what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Servicing Function Participant. When the Master Servicers, the Special Servicers, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function Participant submit their respective assessments by March 1st (subject to this Agreement delivered a grace period through March 15th), as applicable, to the Depositor on Certificate Administrator, each such party shall also at such time, if it has received the Closing Dateassessment (and attestation pursuant to Section 11.14) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate Administrator. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor (and each any Other Depositor may Depositor) shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicers, the Special Servicers, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by such party, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule III and notify the Depositor (and any Other Depositor) of any exceptions. For None of the avoidance of doubtMaster Servicers, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicers, the Trustee Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long as it has received written confirmation from the Depositor (and any Other Depositor) that a Form 10-K is not required to be filed in respect of the Trust (or, in the case of Serviced Pari Passu Companion Loan, the related Other Securitization that includes such Serviced Pari Passu Companion Loan) for the preceding calendar year. The Depositor will provide such written notice if such Form 10-K is not required. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 11.13 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 11.13 by a Master Servicer, a Special Servicer, the Certificate Administrator, the Trustee) is , the Trust Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations or a Servicer Termination Event, as applicable, under this Agreement unless otherwise provided for in this Agreement. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator will use reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in this Section and an attestation as described in Section 11.14 from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator and in form and substance similar to the annual report on assessment of compliance described in compliance with this Section 11.13 and the requirements of Regulation ABattestation described in Section 11.14 below.

Appears in 11 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C26), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year commencing in March 20182021, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 10 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182020, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, Custodian, the Certificate Administrator, Administrator and the Custodian, the Operating Advisor and, Trustee (if it has made (made, or is required to make) , an Advance during the applicable calendar year, the Trustee), each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Serviced Depositor and the Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its 251 responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof (including whether such instance of noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such instance of noncompliance) and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 13.8 shall be provided to any Certificateholder, upon the written request thereoftherefor, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Other Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 10 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2020-C7), Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 1st of each year year, commencing in March 2018, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loans), the Certificate AdministratorTrustee (provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during and the applicable calendar year, the TrusteeCertificate Administrator, each at its own expense, shall furnish (and each of the preceding parties, as applicable, such party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Trustee, Operating Advisor, Custodian or Certificate Administrator that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, furnish and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) (each Master Servicer, to the Special ServicerTrustee, the Certificate Administrator, the CustodianDepositor (which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer, also to the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor17g-5 Information Provider, a report on an assessment substantially in the form of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, Exhibit II or in such other format as otherwise agreed upon form provided by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act such Reporting Party and the applicable Certifying Servicer) Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB and AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant With respect to this Section 10.09 any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided to any Certificateholderin XXXXX-Compatible Format, or in such other format agreed upon the written request thereof, by the Depositor, the Certificate AdministratorAdministrator and the Reporting Servicer. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement AA hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement AA and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Trustee Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the TrusteeTrust for the preceding calendar year. Notwithstanding the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) is in form and substance in compliance with the requirements respect of Regulation ABtheir combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2018-Gs9), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C42), Pooling and Servicing Agreement (Bank 2017-Bnk9)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 1st of each year year, commencing in March 2018, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loans), the Certificate AdministratorTrustee (provided, however, that the Trustee shall be required to deliver an assessment of compliance only if an Advance was made by the Trustee in such calendar year), the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar yearAdvisor, the TrusteeCertificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and each of the preceding parties, as applicable, such party shall (i) with respect to any Servicing Function Participant of such party each Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee, Operating Advisor, Custodian, or Certificate Administrator that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, furnish and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) (each Master Servicer, to the Special ServicerTrustee, the Certificate Administrator, the CustodianDepositor (which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer, also to the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor17g-5 Information Provider, a report on an assessment substantially in the form of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, Exhibit HH or in such other format as otherwise agreed upon form provided by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act such Reporting Party and the applicable Certifying Servicer) Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB and AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant With respect to this Section 10.09 any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit HH. Such report shall be provided to any Certificateholderin XXXXX-Compatible Format, or in such other format agreed upon the written request thereof, by the Depositor, the Certificate AdministratorAdministrator and the Reporting Servicer. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement Z hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Z and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Trustee Certificate Administrator, the Trustee, the Operating Advisor or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the TrusteeTrust or the trust for any Other Securitization for the preceding calendar year. Notwithstanding the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) is in form and substance in compliance with the requirements respect of Regulation ABtheir combined Relevant Servicing Criteria as set forth on Exhibit Z hereto.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs7), Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C1)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year commencing in March 20182020, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and (i) with respect to Trust Subordinate Companion Loan and the Loan-Specific Certificates or (ii) otherwise, only after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 8 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182021, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange 264 Act, Custodian, the Certificate Administrator, Administrator and the Custodian, the Operating Advisor and, Trustee (if it has made (made, or is required to make) , an Advance during the applicable calendar year, the Trustee), each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Serviced Depositor and the Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof (including whether such instance of noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such instance of noncompliance) and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 13.8 shall be provided to any Certificateholder, upon the written request thereoftherefor, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Other Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 7 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2021-C10), Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2021-C9)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before By March 1 15th of each year year, or if such day is not a Business Day, the immediately preceding Business Day (with no cure period), commencing in March 20182014, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Trust Advisor and, if to the extent it has made (or is required to make) an Advance during the applicable calendar yeara Servicing Function Participant, the Trustee, each at its own expense, shall furnish electronically (and each of the preceding parties, as applicable, shall (ia) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such cause, by March 7th, each Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any a party to this Agreement)) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause, shall cause such by March 7th, each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish) (, each Master Servicerat its own expense), the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate AdministratorDepositor, the Trustee, the Serviced Companion Loan Holders Certificate Administrator (orwho shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and, solely in the case of a the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan that is part of an Other Securitization TrustLoan, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositoras applicable, a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 13.5, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies No later than ten (10) Business Days after the end of all each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer, the Special Servicer, the Custodian and the Trustee (if applicable) shall each forward to the Certificate Administrator and the Depositor the name and address of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance reports delivered pursuant prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Custodian, the Trustee (if applicable) and each Sub-Servicer submit their respective assessments by March 7th or March 15th, as applicable, to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each , each such report party shall be addressed also at such time include, in its submission to the Depositor Certificate Administrator, the assessment (and attestation pursuant to Section 13.11) of each Other Depositor Servicing Function Participant engaged by it. Not later than the end of each fiscal year for which the Trust (if addressedor any other securitization trust which owns a Serviced Companion Loan or a Non-Serviced Companion Loan) and signed by an authorized officer is required to file a Form 10-K, the Certificate Administrator shall provide to each Seller written notice of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially any change in the form identity of Exhibit O any party to this Agreement delivered Agreement, including the name and address of any new party to the Depositor on the Closing Datethis Agreement. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and each Other Depositor may Servicing Agreement, shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Custodian, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable) and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable), the Custodian or any Servicing Function Participant, respectively, and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule X and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Special Servicer, the Trust Advisor, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by if applicable), the Trustee Custodian or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in the case of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (if applicable), or April 1 in the case of any Servicing Function Participant, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st) from the Certificate Administrator that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 13.10 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 13.10 by the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator, the Trust Advisor or the Trustee shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations, as applicable, under this Agreement unless otherwise provided for in this Agreement. If any Serviced Companion Loan is deposited into an Other Securitization, each of the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Custodian, the Certificate Administrator and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, shall (a) is use commercially reasonable efforts to cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), if requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use commercially reasonable best efforts to procure an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11 from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator, the Non-Serviced Mortgage Loan Custodian and the Non-Serviced Mortgage Loan Trustee in form and substance similar to the annual report on assessment of compliance described in this Section and the attestation described in Section 13.11 or in the form required under the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such annual report on assessment of compliance with received by the requirements of Regulation ABMaster Servicer.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182022, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate AdministratorAdministrator and the Trustee (provided, however, that the Custodian, the Operating Advisor and, if it has made (or is Trustee shall not be required to make) deliver an Advance assessment of compliance with respect to any period during the which there was no Applicable Servicing Criteria applicable calendar year, the Trusteeto it), each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit V with which it has entered into a servicing relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Trustee and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Serviced Depositor and the Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only a report substantially in the case form of a report furnished by the Special Servicer) and the Depositor, a report Exhibit X on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Neither the Servicer nor the Special Servicer shall be required to furnish or cause the delivery of any such report on an assessment of compliance until April 15 in any given year so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization Trust, the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of any Other Securitization Trust for the preceding calendar year. Copies of all compliance reports delivered pursuant to this Section 10.09 13.8 shall be provided to any Certificateholder, upon the written request thereoftherefor and submission of an Investor Certification in the form of Exhibit K-1, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Other Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Applicable Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 7 contracts

Samples: Trust and Servicing Agreement (Benchmark 2022-B35 Mortgage Trust), Trust and Servicing Agreement (Benchmark 2022-B34 Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 20182016, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and only after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2015-Gc32), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc29)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year commencing in March 20182019, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2018-B8 Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2018-C14 Commercial Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2018-B7 Mortgage Trust)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year commencing in March 20182023, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2022-B37 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C2 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2022-Gc48)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year commencing in March 20182023, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXXEXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 6 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. Annual Independent Public Accountants' Attestation Report(a) (a) On or before Not later than March 1 15th of each calendar year commencing in March 20182007 (and with respect to each Custodian, only until a Form 15 Suspension Notice has been filed), each Servicer, the Securities Administrator, the Master Servicer, each Custodian and the Trustee (in its capacity as successor master servicer, if applicable) each shall deliver, and each Servicer shall cause each Subservicer engaged by such Servicer, and each Servicer, the Securities Administrator, the Master Servicer and the Trustee (in its capacity as successor master servicer, if applicable) shall cause each Subcontractor utilized by such Servicer (or by any such Subservicer), the Master Servicer, the Special Securities Administrator or the Trustee (in its capacity as successor master servicer, if applicable), as applicable, and determined by such Servicer, the Certificate AdministratorMaster Servicer, the Custodian, Securities Administrator or the Operating Advisor andTrustee (in its capacity as successor master servicer, if it has made applicable), as applicable, pursuant to Section 3.02(e) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB (or is required in each case, a "Servicing Function Participant"), to make) an Advance during the applicable calendar year, the Trusteedeliver, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the DepositorSecurities Administrator, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) to it that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer party of its responsibility for assessing compliance with the Relevant Servicing CriteriaCriteria applicable to it, (B) a statement that such Reporting Servicer party used the Servicing Criteria to assess compliance with the Relevant applicable Servicing Criteria, (C) such Reporting Servicer’s party's assessment of compliance with the Relevant applicable Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 8.12, including, if there has been any material instance of noncompliance with the Relevant applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s Person's assessment of compliance with the Relevant applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such assessment of compliance report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant applicable Servicing Criteria specified set forth on a certification substantially Exhibit T hereto, or as set forth in the form notification furnished to the Depositor and the Securities Administrator pursuant to Section 3.23(c). The Servicers, the Securities Administrator, the Master Servicer, the Trustee (in its capacity as successor master servicer, if applicable) and the Custodian hereby acknowledge and agree that their respective assessments of compliance will cover the items identified on Exhibit O T hereto as being covered by such party. The parties to this Agreement delivered acknowledge that where a particular Servicing Criteria has multiple components, each party's assessment of compliance (and related attestation of compliance) will relate only to the Depositor on the Closing Datethose components that are applicable to such party. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor and each Other Depositor may shall review each such report and, if applicable, consult with the each Reporting Servicer applicable Servicer, the Securities Administrator, the Master Servicer, the Trustee (in its capacity as successor master servicer, if applicable) or the Custodian as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for applicable to it (and each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation Subservicer or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant engaged or utilized by the related Servicer, such Subservicer or the Trustee (in its capacity as successor master servicer, if applicable), as applicable), as the case may be. No Subcontractor engaged by a Servicer, the Securities Administrator or the Master Servicer shall be required to deliver any such assessments required by this paragraph in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trustee) is in form and substance in compliance with Trust for the requirements of Regulation ABpreceding calendar year.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-He3), Pooling and Servicing Agreement (GSAMP Trust 2006-He8), Pooling and Servicing Agreement (GSAMP Trust 2006-He7)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 20182015, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, Administrator and the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeAdvisor, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Advisor and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 10.04 of this Agreement, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 10.08 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc21), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc20), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc19)

Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st (asubject to a grace period through March 15th) On or before March 1 of each year year, commencing in March 20182016, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar yearTrustee, the TrusteeTrust Advisor and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall furnish (and each of the preceding parties, as applicable, Master Servicer and the Special Servicer shall (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnishcause, and (ii) with respect to any other Servicing Function Participant of such party party, cause, by March 1st (subject to a grace period through March 15th) each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing 411 relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant furnish, each at its own expense, to furnish) (each Master Servicer, the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, Depositor (and to any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special ServicerTrustee) and the DepositorRule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement), a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage-backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.08, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.13 shall be provided made available to any Certificateholder, upon the written request thereof, Privileged Person by the Certificate AdministratorAdministrator pursuant to Section 8.12(b) of this Agreement and to any Rating Agency and NRSRO by the Rule 17g-5 Information Provider pursuant to Section 8.12(c) of this Agreement. Each such report No later than 10 Business Days after the end of each fiscal year for the Trust (and any Other Securitization) for which a Form 10-K is required to be filed, the Master Servicer and the Special Servicer shall be addressed each forward to the Certificate Administrator and the Depositor (and to any Other Depositor and any Other Trustee) the name and contact information of each Other Depositor Servicing Function Participant engaged by it during such year or portion thereof (if addressedexcept with respect to any Designated Sub-Servicer) and signed by an authorized officer of the applicable company, and shall address each of the what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function Participant submit their respective assessments by March 1st (subject to this Agreement delivered a grace period through March 15th), as applicable, to the Depositor on Certificate Administrator, each such party shall also at such time, if it has received the Closing Dateassessment (and attestation pursuant to Section 11.14) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate Administrator. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor (and each any Other Depositor may Depositor) shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by such party, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule III and notify the Depositor (and any Other Depositor) of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Trustee Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long as it has received written confirmation from the Depositor (and any Other Depositor) that a Form 10-K is not required to be filed in respect of the Trust (or, in the case of Serviced Pari Passu Companion Loan, the related Other Securitization that includes such Serviced Pari Passu Companion Loan) for the preceding calendar year. The Depositor will provide such written notice if such Form 10-K is not required. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 11.13 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 11.13 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee) is , the Trust Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations or a Servicer Termination Event, as applicable, under this Agreement unless otherwise provided for in this Agreement. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator will use reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in this Section and an attestation as described in Section 11.14 from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator and in form and substance similar to the annual report on assessment of compliance described in compliance with this Section 11.13 and the requirements of Regulation ABattestation described in Section 11.14 below.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (COMM 2015-Lc19 Mortgage Trust), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15th of each year year, commencing in March 20182014, the Master Servicer, the Special Servicer, the Certificate AdministratorTrustee, the Custodian, the Operating Senior Trust Advisor and, if it has made (or is required to make) an Advance during and the applicable calendar year, the TrusteeCertificate Administrator, each at its own expense, shall furnish (and each of the preceding parties, as applicable, such party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Special Servicer, Trustee, Senior Trust Advisor, Custodian or Certificate Administrator that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, furnish and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) (each Master Servicer, to the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made Depositor (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer) , also to the Senior Trust Advisor), and the Depositor17g-5 Information Provider, a report on an assessment substantially in the form of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, Exhibit II or in such other format as otherwise agreed upon form provided by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act such Reporting Party and the applicable Certifying Servicer) Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB and AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant With respect to this Section 10.09 any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided to any Certificateholderin EXXXX-Compatible Format, or in such other format agreed upon the written request thereof, by the Depositor, the Certificate AdministratorAdministrator and the Reporting Servicer. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement AA hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement AA and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the TrusteeTrust for the preceding calendar year. Notwithstanding the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) is in form and substance in compliance with the requirements respect of Regulation ABtheir combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 20182016, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Certificate Administrator and the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeAdvisor, each at its own expense, shall furnish in an EXXXX Compatible Format (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Advisor and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Custodian, the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria during and as of the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 10.04 of this Agreement, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria during and as of and for the end of such period. Copies of all compliance reports delivered pursuant to this Section 10.09 10.08 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2015-Ubs8), Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before By March 1 10th of each year year, or if such day is not a Business Day, the immediately preceding Business Day (with no cure period), commencing in March 20182014, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Trust Advisor and, if to the extent it has made (or is required to make) an Advance during the applicable calendar yeara Servicing Function Participant, the Trustee, each at its own expense, shall furnish electronically (and each of the preceding parties, as applicable, shall (ia) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause cause, by March 1st (or, if such day is not a Business Day, the immediately succeeding Business Day), each Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause, by March 1st (or, if such day is not a Business Day, the immediately succeeding Business Day), shall cause such each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish) (, each Master Servicerat its own expense), the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate AdministratorDepositor, the Trustee, the Serviced Companion Loan Holders Certificate Administrator (orwho shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and, solely in the case of a the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan that is part of an Other Securitization TrustLoan, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositoras applicable, a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 13.5, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies No later than ten (10) Business Days after the end of all compliance reports delivered pursuant each fiscal year for the Trust for which a Form 10-K is required to this Section 10.09 be filed, the Master Servicer, the Special Servicer, the Custodian and the Trustee (if applicable) shall be provided each forward to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to , the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable companySeller, and the Certificate Administrator and the Depositor shall each forward to each Seller, the name and address of each of the Additional Servicer and each Servicing Function Participant engaged by it and (other than with respect to a notice to any Seller) what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Additional Servicer or Servicing Function Participant. When the Master Servicer, the Special Servicer, the Custodian, the Trustee (if applicable) and each Sub-Servicer submit their respective assessments by March 1st (or the immediately succeeding Business Day, if applicable) or March 10th, as applicable, to the Certificate Administrator, each such party shall also at such time include, in its submission to the Certificate Administrator, the assessment (and attestation pursuant to Section 13.11) of each Servicing Function Participant engaged by it. Not later than the end of each fiscal year for which the Trust (or any other securitization trust which owns a Serviced Companion Loan or a Non-Serviced Companion Loan) is required to file a Form 10-K and upon written request, the Certificate Administrator shall provide to each Seller written notice of any change in the identity of any party to this Agreement delivered Agreement, including the name and address of any new party to the Depositor on the Closing Datethis Agreement. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and each Other Depositor may Servicing Agreement, shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Custodian, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable) and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable), the Custodian or any Servicing Function Participant, respectively, and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule X and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Special Servicer, the Trust Advisor, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by if applicable), the Trustee Custodian or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in the case of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (if applicable), or April 1 in the case of any Servicing Function Participant, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st) from the Certificate Administrator that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements 392 pursuant to this Section 13.10 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 13.10 by the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator, the Trust Advisor or the Trustee shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations, as applicable, under this Agreement unless otherwise provided for in this Agreement. If any Serviced Companion Loan is deposited into an Other Securitization, each of the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Custodian, the Certificate Administrator and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, shall (a) is use commercially reasonable efforts to cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), if requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use commercially reasonable best efforts to procure an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11 from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator, the Non-Serviced Mortgage Loan Custodian and the Non-Serviced Mortgage Loan Trustee in form and substance similar to the annual report on assessment of compliance described in this Section and the attestation described in Section 13.11 or in the form required under the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such annual report on assessment of compliance with received by the requirements of Regulation ABMaster Servicer.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (COMM 2013-Lc13 Mortgage Trust)

Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st (asubject to a grace period through March 15th) On or before March 1 of each year year, commencing in March 20182016, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar yearTrustee, the TrusteeTrust Advisor and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall furnish (and each of the preceding parties, as applicable, Master Servicer and the Special Servicer shall (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnishcause, and (ii) with respect to any other Servicing Function Participant of such party party, cause, by March 1st (subject to a grace period through March 15th) each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant furnish, each at its own expense, to furnish) (each Master Servicer, the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, Depositor (and to any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special ServicerTrustee) and the DepositorRule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement), a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage-backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.08, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.13 shall be provided made available to any Certificateholder, upon the written request thereof, Privileged Person by the Certificate AdministratorAdministrator pursuant to Section 8.12(b) of this Agreement and to any Rating Agency and NRSRO by the Rule 17g-5 Information Provider pursuant to Section 8.12(c) of this Agreement. Each such report 411 No later than 10 Business Days after the end of each fiscal year for the Trust (and any Other Securitization) for which a Form 10-K is required to be filed, the Master Servicer and the Special Servicer shall be addressed each forward to the Certificate Administrator and the Depositor (and to any Other Depositor and any Other Trustee) the name and contact information of each Other Depositor Servicing Function Participant engaged by it during such year or portion thereof (if addressedexcept with respect to any Designated Sub-Servicer) and signed by an authorized officer of the applicable company, and shall address each of the what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function Participant submit their respective assessments by March 1st (subject to this Agreement delivered a grace period through March 15th), as applicable, to the Depositor on Certificate Administrator, each such party shall also at such time, if it has received the Closing Dateassessment (and attestation pursuant to Section 11.14) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate Administrator. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor (and each any Other Depositor may Depositor) shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by such party, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule III and notify the Depositor (and any Other Depositor) of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Trustee Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long as it has received written confirmation from the Depositor (and any Other Depositor) that a Form 10-K is not required to be filed in respect of the Trust (or, in the case of Serviced Pari Passu Companion Loan, the related Other Securitization that includes such Serviced Pari Passu Companion Loan) for the preceding calendar year. The Depositor will provide such written notice if such Form 10-K is not required. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 11.13 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 11.13 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee) is , the Trust Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations or a Servicer Termination Event, as applicable, under this Agreement unless otherwise provided for in this Agreement. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator will use reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in this Section and an attestation as described in Section 11.14 from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non- Trust Paying Agent or Non-Trust Certificate Administrator and in form and substance similar to the annual report on assessment of compliance described in compliance with this Section 11.13 and the requirements of Regulation ABattestation described in Section 11.14 below.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C28), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs1)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182020, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan), the Certificate AdministratorAdministrator and the Trustee (provided, however that the Custodian, the Operating Advisor and, if it has made (or is Trustee shall not be required to make) deliver an Advance accountants’ report with respect to any period during the which there was no Applicable Servicing Criteria applicable calendar year, the Trusteeto it), each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Trustee and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Serviced Depositor and the Companion Loan Holders (or, in the case of a Serviced the Companion Loan that is part of an Other a Companion Loan Securitization Trust, the applicable Other Companion Loan Depositor and Other Companion Loan Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Companion Loan Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Companion Loan Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Companion Loan Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Applicable Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 4 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2019-C17), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C4)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year commencing in March 20182022, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2021-B28 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2020-B17 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2021-B27 Mortgage Trust)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year year, commencing in March 20182016, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Administrator and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website) and the 17g-5 Information Provider (who shall post it to the 17g-5 Website and the 17g-5 Information Provider’s Website), as applicable, pursuant to Section 8.14(b)) or Section 10.17, the Trustee, the Serviced Depositor and the Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.8 shall be provided to any Certificateholder, upon the written request thereoftherefor, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Other Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 4 contracts

Samples: Trust and Servicing Agreement (CSAIL 2016-C7 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Ubs9)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before By March 1 10th of each year year, or if such day is not a Business Day, the immediately preceding Business Day (with no cure period), commencing in March 20182014, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Trust Advisor and, if to the extent it has made (or is required to make) an Advance during the applicable calendar yeara Servicing Function Participant, the Trustee, each at its own expense, shall furnish electronically (and each of the preceding parties, as applicable, shall (ia) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such cause, by March 7th, each Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any a party to this Agreement)) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause, shall cause such by March 7th, each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish) (, each Master Servicerat its own expense), the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate AdministratorDepositor, the Trustee, the Serviced Companion Loan Holders Certificate Administrator (orwho shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and, solely in the case of a the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan that is part of an Other Securitization TrustLoan, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositoras applicable, a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 13.5, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies No later than ten (10) Business Days after the end of all compliance reports delivered pursuant each fiscal year for the Trust for which a Form 10-K is required to this Section 10.09 be filed, the Master Servicer, the Special Servicer, the Custodian and the Trustee (if applicable) shall be provided each forward to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to , the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable companySeller, and the Certificate Administrator and the Depositor shall each forward to each Seller, the name and address of each of the Additional Servicer and each Servicing Function Participant engaged by it and (other than with respect to a notice to any Seller) what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Additional Servicer or Servicing Function Participant. When the Master Servicer, the Special Servicer, the Custodian, the Trustee (if applicable) and each Sub-Servicer submit their respective assessments by March 7th or March 10th, as applicable, to the Certificate Administrator, each such party shall also at such time include, in its submission to the Certificate Administrator, the assessment (and attestation pursuant to Section 13.11) of each Servicing Function Participant engaged by it. Not later than the end of each fiscal year for which the Trust (or any other securitization trust which owns a Serviced Companion Loan or a Non-Serviced Companion Loan) is required to file a Form 10-K and upon written request, the Certificate Administrator shall provide to each Seller written notice of any change in the identity of any party to this Agreement delivered Agreement, including the name and address of any new party to the Depositor on the Closing Datethis Agreement. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and each Other Depositor may Servicing Agreement, shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Custodian, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable) and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable), the Custodian or any Servicing Function Participant, respectively, and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule X and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Special Servicer, the Trust Advisor, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by if applicable), the Trustee Custodian or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in the case of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (if applicable), or April 1 in the case of any Servicing Function Participant, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st) from the Certificate Administrator that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 13.10 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 13.10 by the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator, the Trust Advisor or the Trustee shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations, as applicable, under this Agreement unless otherwise provided for in this Agreement. If any Serviced Companion Loan is deposited into an Other Securitization, each of the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Custodian, the Certificate Administrator and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, shall (a) is use commercially reasonable efforts to cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), if requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use commercially reasonable best efforts to procure an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11 from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator, the Non-Serviced Mortgage Loan Custodian and the Non-Serviced Mortgage Loan Trustee in form and substance similar to the annual report on assessment of compliance described in this Section and the attestation described in Section 13.11 or in the form required under the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such annual report on assessment of compliance with received by the requirements of Regulation ABMaster Servicer.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 20182016, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Certificate Administrator and the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeAdvisor, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Advisor and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Custodian, the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria during and as of the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 10.04 of this Agreement, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria during and as of and for the end of such period. Copies of all compliance reports delivered pursuant to this Section 10.09 10.08 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C2 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C1 Commercial Mortgage Trust)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year commencing in March 20182022, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXXEXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2021-B26 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182021, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate AdministratorOperating Advisor, the Custodian, the Operating Advisor andCertificate Administrator and the Trustee (provided, if it has made (or is however, that the Trustee shall not be required to make) deliver an Advance assessment of compliance with respect to any period during the which there was no Applicable Servicing Criteria applicable calendar year, the Trusteeto it),, each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit Z with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian, the Operating AdvisorCertificate Administrator, the Trustee and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website) and the 17g-5 Information Provider (who shall post it to the 17g-5 Website and the 17g-5 Information Provider’s Website), as applicable, pursuant to Section 8.14(b)) or Section 10.17, the Operating Advisor, the Trustee, the Serviced Depositor and the Companion Loan Holders (or, in the case of a Serviced the Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.8 shall be provided to any Certificateholder, upon the written request thereoftherefor, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Other Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Applicable Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.223

Appears in 4 contracts

Samples: Trust and Servicing Agreement (3650R 2021-Pf1 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182020, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan), the Certificate AdministratorAdministrator and the Trustee (provided, however that the Custodian, the Operating Advisor and, if it has made (or is Trustee shall not be required to make) deliver an Advance accountants’ report with respect to any period during the which there was no Applicable Servicing Criteria applicable calendar year, the Trusteeto it), each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Trustee and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Serviced Depositor and the Companion Loan Holders (or, in the case of a Serviced the Senior Companion Loan that is part of an Other a Senior Companion Loan Securitization Trust, the applicable Other Senior Companion Loan Depositor and Other Senior Companion Loan Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Senior Companion Loan Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Senior Companion Loan Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Senior Companion Loan Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Applicable Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 4 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C4), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C3)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year commencing in March 20182025, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeBack-Up Advancing Agent, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeBack-Up Advancing Agent, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXXEXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (BMO 2024-C10 Mortgage Trust), Pooling and Servicing Agreement (BBCMS Mortgage Trust 2024-C30), Pooling and Servicing Agreement (BMO 2024-C10 Mortgage Trust)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before By March 1 10th of each year year, or if such day is not a Business Day, the immediately preceding Business Day (with no cure period), commencing in March 20182015, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Trust Advisor and, if to the extent it has made (or is required to make) an Advance during the applicable calendar yeara Servicing Function Participant, the Trustee, each at its own expense, shall furnish electronically (and each of the preceding parties, as applicable, shall (ia) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause cause, by March 1st (or, if such day is not a Business Day, the immediately succeeding Business Day), each Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause, by March 1st (or, if such day is not a Business Day, the immediately succeeding Business Day), shall cause such each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish) (, each Master Servicerat its own expense), the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate AdministratorDepositor, the Trustee, the Serviced Companion Loan Holders Certificate Administrator (orwho shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and, solely in the case of a the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan that is part of an Other Securitization TrustLoan, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositoras applicable, a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 13.5, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies No later than ten (10) Business Days after the end of all compliance reports delivered pursuant each fiscal year for the Trust for which a Form 10-K is required to this Section 10.09 be filed, the Master Servicer, the Special Servicer, the Custodian and the Trustee (if applicable) shall be provided each forward to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to , the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable companySeller, and the Certificate Administrator and the Depositor shall each forward to each Seller, the name and address of each of the Additional Servicer and each Servicing Function Participant engaged by it and (other than with respect to a notice to any Seller) what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Additional Servicer or Servicing Function Participant. When the Master Servicer, the Special Servicer, the Custodian, the Trustee (if applicable) and each Sub-Servicer submit their respective assessments by March 1st (or the immediately succeeding Business Day, if applicable) or March 10th, as applicable, to the Certificate Administrator, each such party shall also at such time include, in its submission to the Certificate Administrator, the assessment (and attestation pursuant to Section 13.11) of each Servicing Function Participant engaged by it. Not later than the end of each fiscal year for which the Trust (or any other securitization trust which owns a Serviced Companion Loan or a Non-Serviced Companion Loan) is required to file a Form 10-K and upon written request, the Certificate Administrator shall provide to each Seller written notice of any change in the identity of any party to this Agreement delivered Agreement, including the name and address of any new party to the Depositor on the Closing Datethis Agreement. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and each Other Depositor may Servicing Agreement, shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Custodian, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable) and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable), the Custodian or any Servicing Function Participant, respectively, and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule X and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Special Servicer, the Trust Advisor, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by if applicable), the Trustee Custodian or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in the case of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (if applicable), or April 1 in the case of any Servicing Function Participant, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st) from the 391 Certificate Administrator that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 13.10 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 13.10 by the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator, the Trust Advisor or the Trustee shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations, as applicable, under this Agreement unless otherwise provided for in this Agreement. If any Serviced Companion Loan is deposited into an Other Securitization, each of the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Custodian, the Certificate Administrator and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, shall (a) is use commercially reasonable efforts to cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), if requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use commercially reasonable best efforts to procure an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11 from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator, the Non-Serviced Mortgage Loan Custodian and the Non-Serviced Mortgage Loan Trustee in form and substance similar to the annual report on assessment of compliance described in this Section and the attestation described in Section 13.11 or in the form required under the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such annual report on assessment of compliance with received by the requirements of Regulation ABMaster Servicer.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 20182016, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and only after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible FormatXXXXX compatible format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-P1)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before By March 1 10th of each year year, or if such day is not a Business Day, the immediately preceding Business Day (with no cure period), commencing in March 20182015, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special 398 servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Trust Advisor and, if to the extent it has made (or is required to make) an Advance during the applicable calendar yeara Servicing Function Participant, the Trustee, each at its own expense, shall furnish electronically (and each of the preceding parties, as applicable, shall (ia) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause cause, by March 1st (or, if such day is not a Business Day, the immediately succeeding Business Day), each Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause, by March 1st (or, if such day is not a Business Day, the immediately succeeding Business Day), shall cause such each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish) (, each Master Servicerat its own expense), the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate AdministratorDepositor, the Trustee, the Serviced Companion Loan Holders Certificate Administrator (orwho shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and, solely in the case of a the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan that is part of an Other Securitization TrustLoan, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositoras applicable, a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 13.5, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies No later than ten (10) Business Days after the end of all compliance reports delivered pursuant each fiscal year for the Trust for which a Form 10-K is required to this Section 10.09 be filed, the Master Servicer, the Special Servicer, the Custodian and the Trustee (if applicable) shall be provided each forward to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to , the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable companySeller, and the Certificate Administrator and the Depositor shall each forward to each Seller, the name and address of each of the Additional Servicer and each Servicing Function Participant engaged by it and (other than with respect to a notice to any Seller) what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Additional Servicer or Servicing Function Participant. When the Master Servicer, the Special Servicer, the Custodian, the Trustee (if applicable) and each Sub-Servicer submit their respective assessments by March 1st (or the immediately succeeding Business Day, if applicable) or March 10th, as applicable, to the Certificate Administrator, each such party shall also at such time include, in its submission to the Certificate Administrator, the assessment (and attestation pursuant to Section 13.11) of each Servicing Function Participant engaged by it. Not later than the end of each fiscal year for which the Trust (or any other securitization trust which owns a Serviced Companion Loan or a Non-Serviced Companion Loan) is required to file a Form 10-K and upon written request, the Certificate Administrator shall provide to each Seller written notice of any change in the identity of any party to this Agreement delivered Agreement, including the name and address of any new party to the Depositor on the Closing Datethis Agreement. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and each Other Depositor may Servicing Agreement, shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Custodian, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable) and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable), the Custodian or any Servicing Function Participant, respectively, and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule X and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Special Servicer, the Trust Advisor, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by if applicable), the Trustee Custodian or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in the case of the TrusteeMaster Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (if applicable), or April 1 in the case of any Servicing Function Participant, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st) from the Certificate Administrator that a Form 10-K is not required to be filed in form respect of the Trust for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and substance in compliance statements pursuant to this Section 13.10 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the requirements Relevant Servicing Criteria reported on an assessment of Regulation AB.compliance pursuant to this Section 13.10 by the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator, the Trust Advisor or the Trustee shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations, as applicable, under this Agreement unless otherwise provided for in this Agreement. If any Serviced Companion Loan is deposited into an Other Securitization, each of the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Custodian, the Certificate Administrator and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, shall (a) use commercially reasonable efforts to cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), if requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use commercially reasonable best efforts to procure an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 400

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 20182015, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Certificate Administrator and the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeAdvisor, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Advisor and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Custodian, the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 10.04 of this Agreement, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 10.08 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2017-H1), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc23), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc22)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before By March 1 15th of each year year, or if such day is not a Business Day, the immediately preceding Business Day (with no cure period), commencing in March 20182013, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Trust Advisor and, if to the extent it has made (or is required to make) an Advance during the applicable calendar yeara Servicing Function Participant, the Trustee, each at its own expense, shall furnish electronically (and each of the preceding parties, as applicable, shall (ia) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such cause, by March 7th, each Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any a party to this Agreement)) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause, shall cause such by March 7th, each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish) (, each Master Servicerat its own expense), the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate AdministratorDepositor, the Trustee, the Serviced Companion Loan Holders Certificate Administrator (orwho shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and, solely in the case of a the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan that is part of an Other Securitization TrustLoan, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositoras applicable, a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 13.5, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies No later than ten (10) Business Days after the end of all each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer, the Special Servicer and the Trustee (if applicable) shall each forward to the Certificate Administrator and the Depositor the name and address of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance reports delivered pursuant prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Trustee (if applicable) and each Sub-Servicer submit their respective assessments by March 7th or March 15th, as applicable, to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each , each such report party shall be addressed also at such time include, in its submission to the Depositor Certificate Administrator, the assessment (and attestation pursuant to Section 13.11) of each Other Depositor Servicing Function Participant engaged by it. Not later than the end of each fiscal year for which the Trust (if addressedor any other securitization trust which owns a Serviced Companion Loan or a Non-Serviced Companion Loan) and signed by an authorized officer is required to file a Form 10-K, the Certificate Administrator shall provide to each Seller written notice of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially any change in the form identity of Exhibit O any party to this Agreement delivered Agreement, including the name and address of any new party to the Depositor on the Closing Datethis Agreement. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and each Other Depositor may Servicing Agreement, shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable) and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable) or any Servicing Function Participant, respectively, and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule X and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Special Servicer, the Trust Advisor, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee if applicable) or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in the case of the Master Servicer, the Special Servicer, the Trust Advisor or the Trustee (if applicable), or April 1 in the case of any Servicing Function Participant, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st) from the Certificate Administrator that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 13.10 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 13.10 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor or the Trustee shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations, as applicable, under this Agreement unless otherwise provided for in this Agreement. If any Serviced Companion Loan is deposited into an Other Securitization, each of the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, shall (a) is use commercially reasonable efforts to cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), if requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use commercially reasonable best efforts to procure an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11 from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator and the Non-Serviced Mortgage Loan Trustee in form and substance similar to the annual report on assessment of compliance described in this Section and the attestation described in Section 13.11 or in the form required under the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such annual report on assessment of compliance with received by the requirements of Regulation ABMaster Servicer.

Appears in 3 contracts

Samples: Distribution Instructions (Morgan Stanley Capital I Trust 2012-C4), Distribution Instructions (Morgan Stanley Capital I Trust 2012-C4), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2012-C4)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182017, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate AdministratorAdministrator and the Trustee (provided, however, that the Custodian, the Operating Advisor and, if it has made (or is Trustee shall not be required to make) deliver an Advance assessment of compliance with respect to any period during the which there was no Applicable Servicing Criteria applicable calendar year, the Trusteeto it), each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit S with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Trustee and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Serviced Depositor and the Companion Loan Holders (or, in the case of if a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 13.8 shall be provided to any Certificateholder, upon the written request thereoftherefor and submission of an Investor Certification in the form of Exhibit J-1, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Other Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Applicable Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.219

Appears in 3 contracts

Samples: Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year year, commencing in March 20182008, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, Servicer and the Trustee, each at its own expense, shall furnish (furnish, and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts (including enforcement as such term is described in Section 3.22(c)) to cause such each Servicing Function Participant to furnish, and (ii) with which it has entered into a servicing relationship with respect to any other Servicing Function Participant of such party the Mortgage Loans to furnish (other than any party to this Agreementeach, a "Reporting Servicer"), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) Trustee and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with as the Relevant Servicing Criteriabasis for such report, (C) such Reporting Servicer’s 's assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s 's assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement Schedule VIII hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may shall review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it, and (ii) the Certificate Administrator Trustee shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For No Reporting Servicer shall be required to cause the avoidance delivery of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than assessments until April 15 in any such report furnished by given year so long as it has received written confirmation from the Trustee or any Servicing Function Participant Depositor that a Report on Form 10-K is not required to be filed in respect of the Trustee) is in form and substance in compliance with Trust for the requirements of Regulation ABpreceding calendar year.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-3), 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)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before By March 1 15th of each year year, or if such day is not a Business Day, the immediately preceding Business Day (with no cure period), commencing in March 20182014, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Trust Advisor and, if to the extent it has made (or is required to make) an Advance during the applicable calendar yeara Servicing Function Participant, the Trustee, each at its own expense, shall furnish electronically (and each of the preceding parties, as applicable, shall (ia) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such cause, by March 7th, each Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any a party to this Agreement)) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause, shall cause such by March 7th, each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish) (, each Master Servicerat its own expense), the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate AdministratorDepositor, the Trustee, the Serviced Companion Loan Holders Certificate Administrator (orwho shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and, solely in the case of a the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan that is part of an Other Securitization TrustLoan, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositoras applicable, a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 13.5, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies No later than ten (10) Business Days after the end of all compliance reports delivered pursuant each fiscal year for the Trust for which a Form 10-K is required to this Section 10.09 be filed, the Master Servicer, the Special Servicer, the Custodian and the Trustee (if applicable) shall be provided each forward to the Certificate Administrator and the Depositor, and the Certificate Administrator and the Depositor shall each forward to each Seller, the name and address of each Additional Servicer and each Servicing Function Participant engaged by it and (other than with respect to a notice to any CertificateholderSeller) what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Additional Servicer or Servicing Function Participant. When the Master Servicer, upon the written request thereofSpecial Servicer, the Custodian, the Trustee (if applicable) and each Sub-Servicer submit their respective assessments by March 7th or March 15th, as applicable, to the Certificate Administrator. Each , each such report party shall be addressed also at such time include, in its submission to the Depositor Certificate Administrator, the assessment (and attestation pursuant to Section 13.11) of each Other Depositor Servicing Function Participant engaged by it. Not later than the end of each fiscal year for which the Trust (if addressedor any other securitization trust which owns a Serviced Companion Loan or a Non-Serviced Companion Loan) is required to file a Form 10-K and signed by an authorized officer upon written request, the Certificate Administrator shall provide to each Seller written notice of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially any change in the form identity of Exhibit O any party to this Agreement delivered Agreement, including the name and address of any new party to the Depositor on the Closing Datethis Agreement. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and each Other Depositor may Servicing Agreement, shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Custodian, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable) and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable), the Custodian or any Servicing Function Participant, respectively, and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule X and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Special Servicer, the Trust Advisor, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by if applicable), the Trustee Custodian or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in the case of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (if applicable), or April 1 in the case of any Servicing Function Participant, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st) from the Certificate Administrator that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 13.10 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 13.10 by the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator, the Trust Advisor or the Trustee shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations, as applicable, under this Agreement unless otherwise provided for in this Agreement. If any Serviced Companion Loan is deposited into an Other Securitization, each of the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Custodian, the Certificate Administrator and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, shall (a) is use commercially reasonable efforts to cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), if requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use commercially reasonable best efforts to procure an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11 from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator, the Non-Serviced Mortgage Loan Custodian and the Non-Serviced Mortgage Loan Trustee in form and substance similar to the annual report on assessment of compliance described in this Section and the attestation described in Section 13.11 or in the form required under the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such annual report on assessment of compliance with received by the requirements of Regulation ABMaster Servicer.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15th of each year year, commencing in March 20182015, the Master Servicer, the Special Servicer, the Certificate AdministratorTrustee, the Custodian, the Operating Senior Trust Advisor and, if it has made (or is required to make) an Advance during and the applicable calendar year, the TrusteeCertificate Administrator, each at its own expense, shall furnish (and each of the preceding parties, as applicable, such party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Special Servicer, Trustee, Senior Trust Advisor, Custodian or Certificate Administrator that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, furnish and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) (each Master Servicer, to the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made Depositor (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer) , also to the Senior Trust Advisor), and the Depositor17g-5 Information Provider, a report on an assessment substantially in the form of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, Exhibit II or in such other format as otherwise agreed upon form provided by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act such Reporting Party and the applicable Certifying Servicer) Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB and AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant With respect to this Section 10.09 any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided to any Certificateholderin XXXXX-Compatible Format, or in such other format agreed upon the written request thereof, by the Depositor, the Certificate AdministratorAdministrator and the Reporting Servicer. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement AA hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement AA and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the TrusteeTrust for the preceding calendar year. Notwithstanding the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) is in form and substance in compliance with the requirements respect of Regulation ABtheir combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182023, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate AdministratorOperating Advisor, the Custodian, the Operating Advisor and, Certificate Administrator and the Trustee (if it has made (made, or is required to make) , an Advance during the applicable calendar year, the Trustee), each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master of the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Serviced Operating Advisor (only in the case of a report furnished by the Special Servicer), Depositor and the Companion Loan Holders Holder(s) (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof (including whether such instance of noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such instance of noncompliance) and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 13.8 shall be provided to any Certificateholder, upon the written request thereoftherefor, by the Certificate Administrator. 279 Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Other Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 3 contracts

Samples: Trust and Servicing Agreement (Benchmark 2022-B35 Mortgage Trust), Trust and Servicing Agreement (Bank 2022-Bnk41), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before By March 1 10th of each year year, or if such day is not a Business Day, the immediately preceding Business Day (with no cure period), commencing in March 20182015, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Trust Advisor and, if to the extent it has made (or is required to make) an Advance during the applicable calendar yeara Servicing Function Participant, the Trustee, each at its own expense, shall furnish electronically (and each of the preceding parties, as applicable, shall (ia) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause cause, by March 1st (or, if such day is not a Business Day, the immediately succeeding Business Day), each Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any a party to this Agreement) with which it has entered into a servicing relationship on or prior to the 391 Closing Date with respect to the Mortgage Loans and (b) cause, by March 1st (or, if such day is not a Business Day, the immediately succeeding Business Day), shall cause such each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish) (, each Master Servicerat its own expense), the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate AdministratorDepositor, the Trustee, the Serviced Companion Loan Holders Certificate Administrator (orwho shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and, solely in the case of a the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan that is part of an Other Securitization TrustLoan, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositoras applicable, a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 13.5, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies No later than ten (10) Business Days after the end of all compliance reports delivered pursuant each fiscal year for the Trust for which a Form 10-K is required to this Section 10.09 be filed, the Master Servicer, the Special Servicer, the Custodian and the Trustee (if applicable) shall be provided each forward to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to , the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable companySeller, and the Certificate Administrator and the Depositor shall each forward to each Seller, the name and address of each of the Additional Servicer and each Servicing Function Participant engaged by it and (other than with respect to a notice to any Seller) what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Additional Servicer or Servicing Function Participant. When the Master Servicer, the Special Servicer, the Custodian, the Trustee (if applicable) and each Sub-Servicer submit their respective assessments by March 1st (or the immediately succeeding Business Day, if applicable) or March 10th, as applicable, to the Certificate Administrator, each such party shall also at such time include, in its submission to the Certificate Administrator, the assessment (and attestation pursuant to Section 13.11) of each Servicing Function Participant engaged by it. Not later than the end of each fiscal year for which the Trust (or any other securitization trust which owns a Serviced Companion Loan or a Non-Serviced Companion Loan) is required to file a Form 10-K and upon written request, the Certificate Administrator shall provide to each Seller written notice of any change in the identity of any party to this Agreement delivered Agreement, including the name and address of any new party to the Depositor on the Closing Datethis Agreement. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and each Other Depositor may Servicing Agreement, shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Custodian, the Special Servicer, the Certificate Administrator, the Trust 392 Advisor, the Trustee (if applicable) and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable), the Custodian or any Servicing Function Participant, respectively, and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule X and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Special Servicer, the Trust Advisor, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by if applicable), the Trustee Custodian or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in the case of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (if applicable), or April 1 in the case of any Servicing Function Participant, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st) from the Certificate Administrator that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 13.10 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 13.10 by the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator, the Trust Advisor or the Trustee shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations, as applicable, under this Agreement unless otherwise provided for in this Agreement. If any Serviced Companion Loan is deposited into an Other Securitization, each of the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Custodian, the Certificate Administrator and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, shall (a) is use commercially reasonable efforts to cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), if requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use commercially reasonable best efforts to procure an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11 from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator, the Non-Serviced Mortgage Loan Custodian and the Non-Serviced Mortgage Loan Trustee in form and substance similar to the annual report on assessment of compliance described in this Section and the attestation described in Section 13.11 or in the form required under the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such annual report on assessment of compliance with received by the requirements of Regulation ABMaster Servicer.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15th of each year year, commencing in March 20182015, the Master Servicer, the Special Servicer, the Certificate AdministratorTrustee, the Custodian, the Operating Senior Trust Advisor and, if it has made (or is required to make) an Advance during and the applicable calendar year, the TrusteeCertificate Administrator, each at its own expense, shall furnish (and each of the preceding parties, as applicable, such party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Special Servicer, Trustee, Senior Trust Advisor, Custodian or Certificate Administrator that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, furnish and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) (each Master Servicer, to the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made Depositor (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer) , also to the Senior Trust Advisor), and the Depositor17g-5 Information Provider, a report on an assessment substantially in the form of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, Exhibit II or in such other format as otherwise agreed upon form provided by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act such Reporting Party and the applicable Certifying Servicer) Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB and AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant With respect to this Section 10.09 any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided to any Certificateholderin EXXXX-Compatible Format, or in such other format agreed upon the written request thereof, by the Depositor, the Certificate AdministratorAdministrator and the Reporting Servicer. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement AA hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement AA and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the TrusteeTrust for the preceding calendar year. Notwithstanding the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) is in form and substance in compliance with the requirements respect of Regulation ABtheir combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before noon (Eastern Time) on [March 1 1] of each year year, commencing in March 2018[________] 20[__], the Master Servicer, the Special Servicer, the Certificate Administrator, Trustee and the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteePaying Agent, each at its own expense, shall furnish (furnish, and the Master Servicer and Special Servicer shall cause each of the preceding parties, as applicable, (i) Servicing Function Participant with which it has entered into a servicing relationship with respect to any Servicing Function Participant of such party that is a the Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant Loans to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) Paying Agent and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) to it that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing CriteriaCriteria applicable to it, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant applicable Servicing Criteria, (C) such Reporting Servicer’s 's assessment of compliance with the Relevant applicable Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s 's assessment of compliance with the Relevant applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement X hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may shall review each such report and, if applicable, consult with the each Reporting Master Servicer, the Special Servicer and the Trustee as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Sub-Servicer or Servicing Function Participant engaged or utilized by the Master Servicer, the Special Servicer, the Paying Agent or the Trustee, as applicable), and (ii) the Certificate Administrator Trustee shall confirm that the assessments, taken as a whole address all of the Servicing Criteria, and taken individually address the Relevant Servicing Criteria for applicable to each party as set forth on Exhibit O to this Agreement X and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Paying Agent, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until [March 10] in any given year so long as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trustee) is in form and substance in compliance with Trust for the requirements of Regulation ABpreceding calendar year.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year commencing in March 20182020, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and only after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 3 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st (asubject to a grace period through March 15th) On or before March 1 of each year year, commencing in March 20182015, the Master ServicerServicers, the Special ServicerServicers (regardless of whether such Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar yearTrustee, the TrusteeTrust Advisor and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall furnish (and each of the preceding parties, as applicable, applicable Master Servicer and the applicable Special Servicer shall (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnishcause, and (ii) with respect to any other Servicing Function Participant of such party party, cause, by March 1st (subject to a grace period through March 15th) each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant furnish, each at its own expense, to furnish) (each Master Servicer, the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, Depositor (and to any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and any Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special ServicerTrustee) and the DepositorRule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement), a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage-backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.08, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.13 shall be provided made available to any Certificateholder, upon the written request thereof, Privileged Person by the Certificate AdministratorAdministrator pursuant to Section 8.12(b) of this Agreement and to any Rating Agency and NRSRO by the Rule 17g-5 Information Provider pursuant to Section 8.12(c) of this Agreement. Each such report No later than 10 Business Days after the end of each fiscal year for the Trust (and any Other Securitization) for which a Form 10-K is required to be filed, the Master Servicers and the Special Servicers shall be addressed each forward to the Certificate Administrator and the Depositor (and to any Other Depositor and any Other Trustee for any Other Securitization) the name and contact information of each Other Depositor Servicing Function Participant engaged by it during such year or portion thereof (if addressedexcept with respect to any Designated Sub-Servicer) and signed by an authorized officer of the applicable company, and shall address each of the what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Servicing Function Participant. When the Master Servicers, the Special Servicers, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function Participant submit their respective assessments by March 1st (subject to this Agreement delivered a grace period through March 15th), as applicable, to the Depositor on Certificate Administrator, each such party shall also at such time, if it has received the Closing Dateassessment (and attestation pursuant to Section 11.14) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate Administrator. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor (and each any Other Depositor may Depositor) shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicers, the Special Servicers, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by such party, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule III and notify the Depositor (and any Other Depositor) of any exceptions. For None of the avoidance of doubtMaster Servicers, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicers, the Trustee Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long as it has received written confirmation from the Depositor (and any Other Depositor) that a Form 10-K is not required to be filed in respect of the Trust (or, in the case of Serviced Pari Passu Companion Loan, the related Other Securitization that includes such Serviced Pari Passu Companion Loan) for the preceding calendar year. The Depositor will provide such written notice if such Form 10-K is not required. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 11.13 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 11.13 by a Master Servicer, a Special Servicer, the Certificate Administrator, the Trustee) is , the Trust Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations or a Servicer Termination Event, as applicable, under this Agreement unless otherwise provided for in this Agreement. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator will use reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in this Section and an attestation as described in Section 11.14 from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Certificate Administrator and in form and substance similar to the annual report on assessment of compliance described in compliance with this Section 11.13 and the requirements of Regulation ABattestation described in Section 11.14 below.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182017, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan), the Certificate AdministratorAdministrator and the Trustee (provided, however that the Custodian, the Operating Advisor and, if it has made (or is Trustee shall not be required to make) deliver an Advance assessment of compliance with respect to any period during the which there was no Applicable Servicing Criteria applicable calendar year, the Trusteeto it), each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit T with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Trustee and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Serviced Depositor and the Senior Pari Passu Companion Loan Holders (or, in the case of a Serviced Senior Pari Passu Companion Loan that is part of an Other a Companion Loan Securitization Trust, the applicable Other Companion Loan Depositor and Other Companion Loan Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies The Certificate Administrator shall provide copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided 13.8 to any Certificateholder, Certificateholder upon the written request thereof, by therefor and submission of an Investor Certification in the Certificate Administratorform of Exhibit J-1. Each such report shall be addressed to the Depositor and each Other Companion Loan Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Companion Loan Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Companion Loan Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Applicable Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

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)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year year, commencing in March 20182007, the Master Servicer, the Special Servicer, the Certificate Administrator, Trustee and the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteePaying Agent, each at its own expense, shall furnish (and each of the preceding parties, as applicable, such party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Special Servicer, Trustee or Paying Agent that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders Paying Agent and the Depositor, with a copy to the Rating Agencies (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report which copy shall be deemed furnished by the Special Servicer) Trustee and the DepositorPaying Agent when made available on its internet website), a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) to it that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s 's assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s 's assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement X hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator Trustee shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement X and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Paying Agent, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trustee) is in form and substance in compliance with Trust for the requirements of Regulation ABpreceding calendar year.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc15), Pooling and Servicing Agreement (JP Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc14), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc17)

Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st (asubject to a grace period through March 15th) On or before March 1 of each year year, commencing in March 20182013, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar yearTrustee, the TrusteeTrust Advisor and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall furnish (furnish, and each of the preceding parties, as applicable, Master Servicer and the Special Servicer shall (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnishcause, and (ii) with respect to any other Servicing Function Participant, cause, by March 1st (subject to a grace period through March 15th) each Servicing Function Participant of such party (other than any (x) a party to this AgreementAgreement or (y) a Designated Sub-Servicer), shall cause such Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans to furnish) (, each Master Servicerat its own expense, to the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, Depositor (and to any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting PartyTrustee for any Other Securitization that includes a Companion Loan), the Operating Advisor Rule 17g-5 Information Provider (only in who shall promptly post such report to the case Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of a report furnished by this Agreement), and promptly but not earlier than the Special Servicer) and second Business Day after such party provides the DepositorRule 17g-5 Information Provider such report, each Rating Agency, a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.07, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.12 shall be provided made available to any Certificateholder, upon the written request thereof, Privileged Person by the Certificate AdministratorAdministrator pursuant to Section 8.12(b) of this Agreement and to any Rating Agency and NRSRO by the Rule 17g-5 Information Provider pursuant to Section 8.12(c) of this Agreement. Each such report No later than 10 Business Days after the end of each fiscal year for the Trust (and any Other Securitization that includes a Companion Loan) for which a Form 10-K is required to be filed, the Master Servicer, the Special Servicer and the Trust Advisor shall be addressed each forward to the Certificate Administrator and the Depositor (and to the Other Depositor and Other Trustee for any Other Securitization that includes a Companion Loan) the name and contact information of each Other Depositor Servicing Function Participant engaged by it during such year or portion thereof (if addressedexcept with respect to any Designated Sub-Servicer) and signed by an authorized officer of the applicable company, and shall address each of the what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function Participant submit their respective assessments by March 1st (subject to this Agreement delivered a grace period through March 15th), as applicable, to the Depositor on Certificate Administrator (and such other trustee), each such party shall also at such time, if it has received the Closing Dateassessment (and attestation pursuant to Section 11.13) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate Administrator (and such other trustee). Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor (and each any Other Depositor may for any Other Securitization that includes a Companion Loan) shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by such party, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule III and notify the Depositor (and the Other Depositor for any Other Securitization that includes a Companion Loan) of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Trustee Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long as it has received written confirmation from the Depositor (and the Other Depositor for any Other Securitization that includes a Companion Loan) that a Form 10-K is not required to be filed in respect of the TrusteeTrust (or, in the case of Companion Loan, the related Other Securitization that includes such Companion Loan) for the preceding calendar year. The Depositor will provide such written notice if such Form 10-K is in form not required. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub- Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and substance in compliance statements pursuant to this Section 11.12 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the requirements Relevant Servicing Criteria reported on an assessment of Regulation ABcompliance pursuant to this Section 11.12 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations or an Servicer Termination Event, as applicable, under this Agreement unless otherwise provided for in this Agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C7), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C7)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182025, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage 287 Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate AdministratorOperating Advisor, the Custodian, the Operating Advisor and, Certificate Administrator and the Trustee (if it has made (made, or is required to make) , an Advance during the applicable calendar year, the Trustee), each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master of the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Serviced Operating Advisor (only in the case of a report furnished by the Special Servicer), Depositor and the Companion Loan Holders Holder(s) (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof (including whether such instance of noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such instance of noncompliance) and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 13.8 shall be provided to any Certificateholder, upon the written request thereoftherefor, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Other Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2024-5c29), Trust and Servicing Agreement (Bank5 2024-5yr9)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year year, commencing in March 20182007, the each Master Servicer, the Special Servicer, the Certificate Administrator, Trustee and the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteePaying Agent, each at its own expense, shall furnish (and each of the preceding parties, as applicable, party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Special Servicer, Trustee and Paying Agent that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) (each Master Servicerengaged by it to, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) furnish to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) Paying Agent and the Depositor, with a copy to the Rating Agencies, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) to it that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s 's assessment of compliance with the Relevant Applicable Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s 's assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement W hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator Paying Agent shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement W and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, Paying Agent, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trustee) is in form and substance in compliance with Trust for the requirements of Regulation ABpreceding calendar year.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 20182007, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, Servicer and the Trustee, each at its own expense, shall furnish furnish, and the Master Servicer and Special Servicer shall cause each Servicing Function Participant with which it has entered a servicing relationship with respect to any Mortgage Loans after the Closing Date and shall use its commercially reasonable efforts to cause any Servicing Functioning Participant with which it has entered a servicing relationship on or prior to the Closing Date (and each of including, without limitation, the preceding parties, as applicable, (iSub-Servicers listed on Exhibit Y hereto) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) Loans (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Trustee and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a "Reporting Servicer”) "), to furnish, to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) Trustee and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s 's assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 10.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s 's assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement T hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator Trustee shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement T and notify the Depositor of any exceptions. For No Reporting Servicer shall be required to cause the avoidance delivery of doubt, the Trustee shall have no obligation or duty to determine whether any such assessments until April 15 in any given year so long as it has received written confirmation from the Depositor that a report (other than any such report furnished by the Trustee or any Servicing Function Participant on Form 10-K is not required to be filed in respect of the Trustee) is in form and substance in compliance with Trust for the requirements of Regulation ABpreceding calendar year.

Appears in 2 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 20182015, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15th of each year year, commencing in March 20182015, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loans), the Certificate AdministratorTrustee, the Custodian, the Operating Senior Trust Advisor and, if it has made (or is required to make) an Advance during and the applicable calendar year, the TrusteeCertificate Administrator, each at its own expense, shall furnish (and each of the preceding parties, as applicable, such party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Special Servicer, Trustee, Senior Trust Advisor, Custodian or Certificate Administrator that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, furnish and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) (each Master Servicer, to the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made Depositor (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer) , also to the Senior Trust Advisor), and the Depositor17g-5 Information Provider, a report on an assessment substantially in the form of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, Exhibit II or in such other format as otherwise agreed upon form provided by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act such Reporting Party and the applicable Certifying Servicer) Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB and AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant With respect to this Section 10.09 any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided to any Certificateholderin XXXXX-Compatible Format, or in such other format agreed upon the written request thereof, by the Depositor, the Certificate AdministratorAdministrator and the Reporting Servicer. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement AA hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement AA and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the TrusteeTrust for the preceding calendar year. Notwithstanding the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) is in form and substance in compliance with the requirements respect of Regulation ABtheir combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 (subject to a grace period no later than March 15) of each year commencing in March 20182008, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, Servicer and the Trustee, each at its own expense, shall furnish (furnish, and each such party shall cause (or, in the case of the preceding partiesa Primary Servicer, as applicable, (i) with respect to any a Servicing Function Participant of such party or Additional Servicer that is a Mortgage Loan Seller Sub-ServicerServicer listed on Exhibit K or a Sub-Servicer appointed pursuant to Article VII, shall use commercially reasonable efforts to cause such cause) the Primary Servicer and each Servicing Function Participant to furnishand Additional Servicer, and (ii) in each case, with which it has entered into a servicing relationship with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) the Mortgage Loans (each Master Servicer, the Special Servicer, the Certificate AdministratorTrustee, the Custodian, the Operating Advisor, Primary Servicer and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trusteeand Additional Servicer, as the case may be, a "Reporting Servicer”) "), to furnish to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) Trustee and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s 's assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s 's assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2), Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C3)

Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st (asubject to a grace period through March 15th) On or before March 1 of each year year, commencing in March 20182013, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Advisor and, if Trustee (solely to the extent it has made (or is required to make) an Advance a Servicing Function Participant during the applicable calendar year), the TrusteeTrust Advisor and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall furnish (and each of the preceding parties, as applicable, Master Servicer and the Special Servicer shall (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnishcause, and (ii) with respect to any other Servicing Function Participant of such party party, cause, by March 1st (subject to a grace period through March 15th) each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant furnish, each at its own expense, to furnish) (each Master Servicer, the Special ServicerTrustee, the Certificate Administrator, the Custodian, Depositor and the Operating Advisor, any Servicing Function Participant and, if it has made Rule 17g-5 Information Provider (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) who shall promptly post such report to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Partythis Agreement), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.08, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.13 shall be provided made available to any Certificateholder, upon the written request thereof, Privileged Person by the Certificate AdministratorAdministrator pursuant to Section 8.12(b) of this Agreement and to any Rating Agency and NRSRO by the Rule 17g-5 Information Provider pursuant to Section 8.12(c) of this Agreement. Each such report No later than 10 Business Days after the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer and the Special Servicer shall be addressed each forward to the Certificate Administrator and the Depositor the name and contact information of each Other Depositor Servicing Function Participant engaged by it during such year or portion thereof (if addressedexcept with respect to any Designated Sub-Servicer) and signed by an authorized officer of the applicable company, and shall address each of the what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function Participant submit their respective assessments by March 1st (subject to this Agreement delivered a grace period through March 15th), as applicable, to the Depositor on Certificate Administrator, each such party shall also at such time, if it has received the Closing Dateassessment (and attestation pursuant to Section 11.14) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate Administrator. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor and each Other Depositor may shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by such party, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule III and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Trustee Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trustee) Trust for the preceding calendar year. The Depositor will provide such written notice if such Form 10-K is in form not required. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and substance in compliance statements pursuant to this Section 11.13 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the requirements Relevant Servicing Criteria reported on an assessment of Regulation ABcompliance pursuant to this Section 11.13 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations or a Servicer Termination Event, as applicable, under this Agreement unless otherwise provided for in this Agreement.

Appears in 2 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st (asubject to a grace period through March 15th) On or before March 1 of each year year, commencing in March 20182013, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar yearTrustee, the TrusteeTrust Advisor and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall furnish (furnish, and each of the preceding parties, as applicable, Master Servicer and the Special Servicer shall (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnishcause, and (ii) with respect to any other Servicing Function Participant, cause, by March 1st (subject to a grace period through March 15th) each Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant ) with which it has entered into a servicing relationship with respect to the Mortgage Loans to furnish) (, each Master Servicerat its own expense, to the Special ServicerTrustee, the Certificate Administrator, the CustodianDepositor, the Operating Advisor, any Servicing Function Participant and, if it has made Rule 17g-5 Information Provider (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) who shall promptly post such report to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Partythis Agreement), and promptly but not earlier than the Operating Advisor (only in second Business Day after such party provides the case of a report furnished by the Special Servicer) and the DepositorRule 17g-5 Information Provider such report, each Rating Agency, a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.07, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.12 shall be provided made available to any Certificateholder, upon the written request thereof, Privileged Person by the Certificate AdministratorAdministrator pursuant to Section 8.12(b) of this Agreement and to any Rating Agency and NRSRO by the Rule 17g-5 Information Provider pursuant to Section 8.12(c) of this Agreement. Each such report No later than 10 Business Days after the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer and the Special Servicer shall be addressed each forward to the Certificate Administrator and the Depositor the name and contact information of each Other Depositor Servicing Function Participant engaged by it during such year or portion thereof (if addressedexcept with respect to any Designated Sub-Servicer) and signed by an authorized officer of the applicable company, and shall address each of the what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function Participant submit their respective assessments by March 1st (subject to this Agreement delivered a grace period through March 15th), as applicable, to the Depositor on Certificate Administrator, each such party shall also at such time, if it has received the Closing Dateassessment (and attestation pursuant to Section 11.13) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate Administrator. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor and each Other Depositor may shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by such party, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule III and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Trustee Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trustee) Trust for the preceding calendar year. The Depositor will provide such written notice if such Form 10-K is in form not required. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and substance in compliance statements pursuant to this Section 11.12 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the requirements Relevant Servicing Criteria reported on an assessment of Regulation ABcompliance pursuant to this Section 11.12 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations or an Event of Default, as applicable, under this Agreement unless otherwise provided for in this Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C6), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C6)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15th of each year year, commencing in March 20182013, the Master Servicer, the Special Servicer, the Certificate AdministratorTrustee, the Custodian, the Operating Senior Trust Advisor and, if it has made (or is required to make) an Advance during and the applicable calendar year, the TrusteeCertificate Administrator, each at its own expense, shall furnish (and each of the preceding parties, as applicable, such party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Special Servicer, Trustee, Senior Trust Advisor, Custodian or Certificate Administrator that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, furnish and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) (each Master Servicer, to the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made Depositor (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer) , also to the Senior Trust Advisor), and the Depositor17g-5 Information Provider, a report on an assessment substantially in the form of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, Exhibit II or in such other format as otherwise agreed upon form provided by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act such Reporting Party and the applicable Certifying Servicer) Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB and AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant With respect to this Section 10.09 any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided to any Certificateholderin XXXXX-Compatible Format, or in such other format agreed upon the written request thereof, by the Depositor, the Certificate AdministratorAdministrator and the Reporting Servicer. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement AA hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement AA and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the TrusteeTrust for the preceding calendar year. Notwithstanding the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) is in form and substance in compliance with the requirements respect of Regulation ABtheir combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.

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)

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Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before By March 1 15th of each year year, or if such day is not a Business Day, the immediately preceding Business Day (with no cure period), commencing in March 20182013, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Trust Advisor and, if to the extent it has made (or is required to make) an Advance during the applicable calendar yeara Servicing Function Participant, the Trustee, each at its own expense, shall furnish electronically (and each of the preceding parties, as applicable, shall (ia) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such cause, by March 7th, (other than Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as primary servicer under the Primary Servicing Agreement whose deadline shall be March 10th if delivered directly to the Depositor with a copy to the Master Servicer) each Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any a party to this Agreement)) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause, shall cause such by March 7th, each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish) (, each Master Servicerat its own expense), the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate AdministratorDepositor, the Trustee, the Serviced Companion Loan Holders Certificate Administrator (orwho shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and, solely in the case of a the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan that is part of an Other Securitization TrustLoan, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositoras applicable, a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 13.5, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies No later than ten (10) Business Days after the end of all each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer, the Special Servicer, the Custodian and the Trustee (if applicable) shall each forward to the Certificate Administrator and the Depositor the name and address of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance reports delivered pursuant prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Custodian, the Trustee (if applicable) and each Sub-Servicer submit their respective assessments by March 7th or March 15th, as applicable, to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each , each such report party shall be addressed also at such time include, in its submission to the Depositor Certificate Administrator, the assessment (and attestation pursuant to Section 13.11) of each Other Depositor Servicing Function Participant engaged by it. Not later than the end of each fiscal year for which the Trust (if addressedor any other securitization trust which owns a Serviced Companion Loan or a Non-Serviced Companion Loan) and signed by an authorized officer is required to file a Form 10-K, the Certificate Administrator shall provide to each Seller written notice of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially any change in the form identity of Exhibit O any party to this Agreement delivered Agreement, including the name and address of any new party to the Depositor on the Closing Datethis Agreement. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and each Other Depositor may Servicing Agreement, shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Custodian, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable) and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable), the Custodian or any Servicing Function Participant, respectively, and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule X and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Special Servicer, the Trust Advisor, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by if applicable), the Trustee Custodian or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in the case of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (if applicable), or April 1 in the case of any Servicing Function Participant, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st) from the Certificate Administrator that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 13.10 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 13.10 by the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator, the Trust Advisor or the Trustee shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations, as applicable, under this Agreement unless otherwise provided for in this Agreement. If any Serviced Companion Loan is deposited into an Other Securitization, each of the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Custodian, the Certificate Administrator and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, shall (a) is use commercially reasonable efforts to cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), if requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use commercially reasonable best efforts to procure an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11 from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator, the Non-Serviced Mortgage Loan Custodian and the Non-Serviced Mortgage Loan Trustee in form and substance similar to the annual report on assessment of compliance described in this Section and the attestation described in Section 13.11 or in the form required under the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such annual report on assessment of compliance with received by the requirements of Regulation ABMaster Servicer.

Appears in 2 contracts

Samples: Distribution Instructions (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5), Distribution Instructions (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 20182015, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, Administrator and the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeAdvisor, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Advisor and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 (or March 14 if a leap year) of each year year, commencing in March 20182008, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, Servicer and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, party shall (i) with respect to any Servicing Function Participant of such party each Initial Sub-Servicer engaged by the Master Servicer, Special Servicer and Trustee that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, furnish and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) (each Master Servicerengaged by it to, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) furnish to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) Trustee and the Depositor, with a copy to the Rating Agencies, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) to it that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s 's assessment of compliance with the Relevant Applicable Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s 's assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies In addition, with respect to the JQH Hotel Portfolio Pari Passu Companion Loan after the JQH Hotel Portfolio Servicing Transfer Event, the Trustee will use its reasonable efforts to procure a ss.229.1122 assessment of all compliance reports delivered pursuant with the Servicing Criteria report from, as the case may be, the BACM 2007-3 Master Servicer, the BACM 2007-3 Special Servicer and the BACM 2007-3 Trustee in form and substance similar to this Section 10.09 Exhibit U. Such report shall be provided to any Certificateholder, in EDGAR-compatible format or in such other format as agreed upon the written request thereof, by the Certificate AdministratorDxxxxxtor, the Trustee and the Reporting Servicer. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement U hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator Trustee shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement U and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee Special Servicer or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trustee) Trust for the preceding calendar year. The Trustee shall not be required to deliver any such statement in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in form and substance in compliance with respect of the requirements of Regulation ABTrust for the preceding calendar year.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182022, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the Certificate Administratorreporting requirements of the Exchange Act, the Custodian, the Operating Advisor and, Certificate Administrator and the Trustee (if it has made (made, or is required to make) , an Advance during the applicable calendar year, the Trustee), each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master of the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as 251 applicable, pursuant to Section 8.14(b)), the Trustee, Depositor and the Serviced Companion Loan Holders Holder(s) (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof (including whether such instance of noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such instance of noncompliance) and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 13.8 shall be provided to any Certificateholder, upon the written request thereoftherefor, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Other Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182019, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan), the Certificate AdministratorAdministrator and the Trustee (provided, however that the Custodian, the Operating Advisor and, if it has made (or is Trustee shall not be required to make) deliver an Advance assessment of compliance with respect to any period during the which there was no Applicable Servicing Criteria applicable calendar year, the Trusteeto it), each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Trustee and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Serviced Depositor and the Companion Loan Holders (or, in the case of a Serviced the Senior Companion Loan that is part of an Other a Senior Companion Loan Securitization Trust, the applicable Other Senior Companion Loan Depositor and Other Senior Companion Loan Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Senior Companion Loan Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Senior Companion Loan Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Senior Companion Loan Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Applicable Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C7)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182019, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan), the Certificate AdministratorAdministrator and the Trustee (provided, however that the Custodian, the Operating Advisor and, if it has made (or is Trustee shall not be required to make) deliver an Advance assessment of compliance with respect to any period during the which there was no Applicable Servicing Criteria applicable calendar year, the Trusteeto it), each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Trustee and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Serviced Depositor and the Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other a Companion Loan Securitization Trust, the applicable Other Companion Loan Depositor and Other Companion Loan Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Companion Loan Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Companion Loan Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Companion Loan Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Applicable Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (CSAIL 2018-C14 Commercial Mortgage Trust), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2018-C12)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 20182016, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Certificate Administrator and the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeAdvisor, each at its own expense, shall furnish in an XXXXX Compatible Format (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Advisor and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Custodian, the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria during and as of the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 10.04 of this Agreement, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria during and as of and for the end of such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.this

Appears in 2 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 [_____] of each year commencing in March 2018[_____] 20[__], the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, Servicer and the Trustee, each at its own expense, shall furnish furnish, and the Master Servicer and Special Servicer shall cause each Servicing Function Participant with which it has entered a servicing relationship with respect to any Mortgage Loans after the Closing Date and shall use its commercially reasonable efforts to cause any Servicing Functioning Participant with which it has entered a servicing relationship on or prior to the Closing Date (and each of including, without limitation, the preceding parties, as applicable, (iSub-Servicers listed on Exhibit Y hereto) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) Loans (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Trustee and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) ), to furnish, to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) Trustee and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 10.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement T hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator Trustee shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement T and notify the Depositor of any exceptions. For No Reporting Servicer shall be required to cause the avoidance delivery of doubt, the Trustee shall have no obligation or duty to determine whether any such assessments until [_____] in any given year so long as it has received written confirmation from the Depositor that a report (other than any such report furnished by the Trustee or any Servicing Function Participant on Form 10-K is not required to be filed in respect of the Trustee) is in form and substance in compliance with Trust for the requirements of Regulation ABpreceding calendar year.

Appears in 2 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182021, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate AdministratorOperating Advisor, the Custodian, the Operating Advisor andCertificate Administrator and the Trustee (provided, if it has made (or is however, that the Trustee shall not be required to make) deliver an Advance assessment of compliance with respect to any period during the which there was no Applicable Servicing Criteria applicable calendar year, the Trusteeto it),, each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit Z with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Custodian, the Operating AdvisorCertificate Administrator, the Trustee and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website) and the 17g-5 Information Provider (who shall post it to the 17g-5 Website and the 17g-5 Information Provider’s Website), as applicable, pursuant to Section 8.14(b)) or Section 10.17, the Operating Advisor, the Trustee, the Serviced Depositor and the Companion Loan Holders (or, in the case of a Serviced the Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.8 shall be provided to any Certificateholder, upon the written request thereoftherefor, by the Certificate Administrator. 223 Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Other Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Applicable Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc), Trust and Servicing Agreement (CSAIL 2020-C19 Commercial Mortgage Trust)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 20182016, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and only after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 20182013, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, Administrator and the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeAdvisor, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Advisor and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the TrusteeCompanion Loan Holders, the Serviced Companion Loan Holders Operating Advisor and any Servicing Function Participant (or, in the case of each Servicing Function Participant that is a Serviced Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Servicing Function Participant) with respect to any Mortgage Loans or Companion Loans (each Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and any Servicing Function Participant, as the case may be, a “Reporting Servicer”), to furnish, to the Certificate Administrator, the Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party)Holders, the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 10.05 of this Agreement, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15th of each year year, commencing in March 20182012, the Master Servicer, the Special Servicer, the Certificate AdministratorTrustee, the Custodian, the Operating Senior Trust Advisor and, if it has made (or is required to make) an Advance during and the applicable calendar year, the TrusteePaying Agent, each at its own expense, shall furnish (and each of the preceding parties, as applicable, such party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Special Servicer, Trustee, Senior Trust Advisor, Custodian or Paying Agent that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, furnish and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) to the Trustee, the Paying Agent, the Depositor (each Master Servicerwhich copy shall be deemed furnished by the Trustee and Paying Agent when made available on its internet website) (and, with respect to the Special Servicer, also to the Certificate AdministratorSenior Trust Advisor), and the Custodian, the Operating Advisor, any Servicing Function Participant 17g-5 Information Provider and, if it has made (or is required to make) an Advance during on the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) second Business Day after providing such statement to the Certificate Administrator17g-5 Information Provider, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositorto each Rating Agency, a report on an assessment substantially in the form of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, Exhibit II or in such other format as otherwise agreed upon form provided by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act such Reporting Party and the applicable Certifying Servicer) Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB and AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 Such report shall be provided to any Certificateholderin EXXXX compatible format, or in such other format agreed upon the written request thereof, by the Certificate AdministratorDepositor, the Paying Agent and the Reporting Servicer. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement AA hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator Paying Agent shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement AA and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Paying Agent, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the TrusteeTrust for the preceding calendar year. Notwithstanding the foregoing, at any time that the Paying Agent and the Trustee are the same entity, the Paying Agent and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) is in form and substance in compliance with the requirements respect of Regulation ABtheir combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5)

Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st (asubject to a grace period through March 15th) On or before March 1 of each year year, commencing in March 20182012, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar yearTrustee, the TrusteeTrust Advisor and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall furnish (and each of the preceding parties, as applicable, Master Servicer and the Special Servicer shall (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnishcause, and (ii) with respect to any other Servicing Function Participant, cause, by March 1st (subject to a grace period through March 15th) each Servicing Function Participant of such party (other than any party to this Agreement)) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant furnish, each at its own expense, to furnish) (each Master Servicer, the Special ServicerTrustee, the Certificate Administrator, the CustodianDepositor, the Operating Advisor, any Servicing Function Participant and, if it has made 17g-5 Information Provider (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) who shall promptly post such report to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Partythis Agreement), and promptly but not earlier than the Operating Advisor (only in second Business Day after such party provides the case of a report furnished by the Special Servicer) and the Depositor17g-5 Information Provider such report, each Rating Agency, a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.07, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.12 shall be provided made available to any Certificateholder, upon the written request thereof, Privileged Person by the Certificate AdministratorAdministrator pursuant to Section 8.12(b) of this Agreement and to any Rating Agency and NRSRO by the 17g-5 Information Provider pursuant to Section 8.12(c) of this Agreement. Each such report No later than 10 Business Days after the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer and the Special Servicer shall be addressed each forward to the Certificate Administrator and the Depositor the name and contact information of each Other Depositor Servicing Function Participant engaged by it during such year or portion thereof (if addressedexcept with respect to any Designated Sub-Servicer) and signed by an authorized officer of the applicable company, and shall address each of the what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function Participant submit their respective assessments by March 1st (subject to this Agreement delivered a grace period through March 15th), as applicable, to the Depositor on Certificate Administrator, each such party shall also at such time, if it has received the Closing Dateassessment (and attestation pursuant to Section 11.13) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate Administrator. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor and each Other Depositor may shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by such party, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule III and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Trustee Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trustee) Trust for the preceding calendar year. If any Reporting Servicer is in form terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and substance in compliance statements pursuant to this Section 11.12 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the requirements Relevant Servicing Criteria reported on an assessment of Regulation ABcompliance pursuant to this Section 11.12 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations or an Event of Default, as applicable, under this Agreement unless otherwise provided for in this Agreement.

Appears in 2 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year (subject to a grace period through March 15), commencing in March 2018[____], the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, Servicer and the Trustee, each at its own expense, shall furnish (furnish, and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, Master Servicer and Special Servicer shall use commercially reasonable efforts to cause such each Servicing Function Participant to furnish, and (ii) with which it has entered into a servicing relationship with respect to any other Servicing Function Participant of such party (other than any party the Mortgage Loans to this Agreement), shall cause such Servicing Function Participant to furnish) furnish (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Trustee and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a "Reporting Servicer”) "), to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) Trustee and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s 's assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s 's assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator Trustee shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp), Pooling and Servicing Agreement (CWCapital Commercial Funding Corp.)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15th of each year year, commencing in March 20182013, the Master Servicer, the Special Servicer, the Certificate AdministratorTrustee, the Custodian, the Operating Senior Trust Advisor and, if it has made (or is required to make) an Advance during and the applicable calendar year, the TrusteeCertificate Administrator, each at its own expense, shall furnish (and each of the preceding parties, as applicable, such party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Special Servicer, Trustee, Senior Trust Advisor, Custodian or Certificate Administrator that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, furnish and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) (each Master Servicer, to the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made Depositor (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer) , also to the Senior Trust Advisor), and the Depositor17g-5 Information Provider, a report on an assessment substantially in the form of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, Exhibit II or in such other format as otherwise agreed upon form provided by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act such Reporting Party and the applicable Certifying Servicer) Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB and AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 Such report shall be provided to any Certificateholderin EXXXX-Compatible Format, or in such other format agreed upon the written request thereof, by the Depositor, the Certificate AdministratorAdministrator and the Reporting Servicer. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement AA hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement AA and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the TrusteeTrust for the preceding calendar year. Notwithstanding the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) is in form and substance in compliance with the requirements respect of Regulation ABtheir combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C8), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C8)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March April 1 of each year commencing in March 2018April 2012, the Master Servicer, the Special Servicer[, the Certificate Administrator], the Custodian, Trustee and the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeTrust Advisor, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) shall, with respect to each Servicing Function Participant with which it has entered a servicing relationship with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller SubLoans or the Non-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) Trust Mortgage Interest after the Closing Date (each of the Master Servicer, the Special Servicer[, the Certificate Administrator], the CustodianTrustee, the Operating Advisor, Trust Advisor and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”), use commercially reasonable efforts to cause such Servicing Functioning Participant to furnish) to the Trustee[, the Certificate Administrator], the TrusteeNon-Trust Mortgage Interest Holder, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Trust Advisor (only in the case of a report furnished by the Special ServicerServicer and after the occurrence and during a Collective Consultation Period or a Senior Consultation Period) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar most recent fiscal year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For [No Reporting Servicer shall be required to cause the avoidance delivery of doubt, the Trustee shall have no obligation or duty to determine whether any such assessments until [_____] in any given year so long as it has received written confirmation from the Depositor that a report (other than any such report furnished by the Trustee or any Servicing Function Participant on Form 10-K is not required to be filed in respect of the Trustee) is in form and substance in compliance with Trust for the requirements of Regulation ABpreceding calendar year.]

Appears in 2 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15th of each year year, commencing in March 20182015, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loans), the Certificate AdministratorTrustee, the Custodian, the Operating Senior Trust Advisor and, if it has made (or is required to make) an Advance during and the applicable calendar year, the TrusteeCertificate Administrator, each at its own expense, shall furnish (and each of the preceding parties, as applicable, such party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Special Servicer, Trustee, Senior Trust Advisor, Custodian or Certificate Administrator that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, furnish and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) (each Master Servicer, to the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made Depositor (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer) , also to the Senior Trust Advisor), and the Depositor17g-5 Information Provider, a report on an assessment substantially in the form of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, Exhibit II or in such other format as otherwise agreed upon form provided by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act such Reporting Party and the applicable Certifying Servicer) Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB and AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant With respect to this Section 10.09 any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided to any Certificateholderin EXXXX-Compatible Format, or in such other format agreed upon the written request thereof, by the Depositor, the Certificate AdministratorAdministrator and the Reporting Servicer. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement AA hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement AA and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the TrusteeTrust for the preceding calendar year. Notwithstanding the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) is in form and substance in compliance with the requirements respect of Regulation ABtheir combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 201820[__], the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, Administrator and the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeAdvisor, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Advisor and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 10.04 of this Agreement, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 10.08 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 20182013, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, Administrator and the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeAdvisor, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Advisor and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders Operating Advisor and any Servicing Function Participant (or, in the case of a Serviced Companion Loan each Servicing Function Participant that is part of an Other Securitization Trusta Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Servicing Function Participant) with respect to any Mortgage Loans (each Master Servicer, the applicable Other Depositor Special Servicer, the Certificate Administrator, the Operating Advisor and Other Exchange Act any Servicing Function Participant, as the case may be, a “Reporting PartyServicer”), to furnish, to the Certificate Administrator, the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 10.05 of this Agreement, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st (asubject to a grace period through March 15th) On or before March 1 of each year year, commencing in March 20182015, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar yearTrustee, the TrusteeTrust Advisor and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall furnish (and each of the preceding parties, as applicable, Master Servicer and the Special Servicer shall (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnishcause, and (ii) with respect to any other Servicing Function Participant of such party party, cause, by March 1st (subject to a grace period through March 15th) each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant furnish, each at its own expense, to furnish) (each Master Servicer, the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, Depositor (and to any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), Trustee for any Other Securitization that includes the Operating Advisor (only in the case of a report furnished by the Special ServicerServiced Pari Passu Companion Loan) and the DepositorRule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement), a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.08, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.13 shall be provided made available to any Certificateholder, upon the written request thereof, Privileged Person by the Certificate AdministratorAdministrator pursuant to Section 8.12(b) of this Agreement and to any Rating Agency and NRSRO by the Rule 17g-5 Information Provider pursuant to Section 8.12(c) of this Agreement. Each such report No later than 10 Business Days after the end of each fiscal year for the Trust (and any Other Securitization that includes the Serviced Pari Passu Companion Loan) for which a Form 10-K is required to be filed, the Master Servicer and the Special Servicer shall be addressed each forward to the Certificate Administrator and the Depositor (and to the Other Depositor and Other Trustee for any Other Securitization that includes the Serviced Pari Passu Companion Loan) the name and contact information of each Other Depositor Servicing Function Participant engaged by it during such year or portion thereof (if addressedexcept with respect to any Designated Sub-Servicer) and signed by an authorized officer of the applicable company, and shall address each of the what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function Participant submit their respective assessments by March 1st (subject to this Agreement delivered a grace period through March 15th), as applicable, to the Depositor on Certificate Administrator, each such party shall also at such time, if it has received the Closing Dateassessment (and attestation pursuant to Section 11.14) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate Administrator. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor (and each any Other Depositor may for any Other Securitization that includes the Serviced Pari Passu Companion Loan) shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by such party, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule III and notify the Depositor (and the Other Depositor for any Other Securitization that includes the Serviced Pari Passu Companion Loan) of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Trustee Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long as it has received written confirmation from the Depositor (and the Other Depositor for any Other Securitization that includes the Serviced Pari Passu Companion Loan) that a Form 10-K is not required to be filed in respect of the Trust (or, in the case of Serviced Pari Passu Companion Loan, the related Other Securitization that includes such Serviced Pari Passu Companion Loan) for the preceding calendar year. The Depositor will provide such written notice if such Form 10-K is not required. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 11.13 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 11.13 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee) is , the Trust Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations or a Servicer Termination Event, as applicable, under this Agreement unless otherwise provided for in this Agreement. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator will use reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in this Section and an attestation as described in Section 11.14 from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator and in form and substance similar to the annual report on assessment of compliance described in compliance with this Section 11.13 and the requirements of Regulation ABattestation described in Section 11.14 below.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C25), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15th of each year year, commencing in March 20182013, the Master Servicer, the Special Servicer, the Certificate AdministratorTrustee, the Custodian, the Operating Senior Trust Advisor and, if it has made (or is required to make) an Advance during and the applicable calendar year, the TrusteeCertificate Administrator, each at its own expense, shall furnish (and each of the preceding parties, as applicable, such party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Special Servicer, Trustee, Senior Trust Advisor, Custodian or Certificate Administrator that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, furnish and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) (each Master Servicer, to the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made Depositor (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer) , also to the Senior Trust Advisor), and the Depositor17g-5 Information Provider and promptly, but not earlier than the second Business Day after providing such statement to the 17g-5 Information Provider, to each Rating Agency, a report on an assessment substantially in the form of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, Exhibit II or in such other format as otherwise agreed upon form provided by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act such Reporting Party and the applicable Certifying Servicer) Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB and AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 Such report shall be provided to any Certificateholderin EXXXX compatible format, or in such other format agreed upon the written request thereof, by the Depositor, the Certificate AdministratorAdministrator and the Reporting Servicer. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement AA hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement AA and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the TrusteeTrust for the preceding calendar year. Notwithstanding the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) is in form and substance in compliance with the requirements respect of Regulation ABtheir combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 20182014, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, Administrator and the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeAdvisor, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Advisor and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 10.04 of this Agreement, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 10.08 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 1st of each year year, commencing in March 20182017, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit V with which it has entered into a servicing relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Administrator and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website), as applicable, pursuant to Section 8.14(b)) or Section 10.17, the Trustee, the Serviced Depositor and the Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that such Reporting Servicer used the Applicable Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.8 shall be provided to any Certificateholder, upon the written request thereoftherefor, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in Criteria. For so long as any Other Securitization Trust is subject to 199 the form reporting requirements of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Applicable Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Trust and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs5)

Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st (asubject to a grace period through March 15th) On or before March 1 of each year year, commencing in March 20182013, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar yearTrustee, the TrusteeTrust Advisor and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall furnish (and each of the preceding parties, as applicable, Master Servicer and the Special Servicer shall (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnishcause, and (ii) with respect to any other Servicing Function Participant of such party party, cause, by March 1st (subject to a grace period through March 15th) each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant furnish, each at its own expense, to furnish) (each Master Servicer, the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, Depositor (and to any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting PartyTrustee for any Other Securitization that includes a Serviced Pari Passu Companion Loan), the Operating Advisor Rule 17g-5 Information Provider (only in who shall promptly post such report to the case Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of a report furnished by this Agreement), and promptly but not earlier than the Special Servicer) and second Business Day after such party provides the DepositorRule 17g-5 Information Provider such report, each Rating Agency, a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.08, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.13 shall be provided made available to any Certificateholder, upon the written request thereof, Privileged Person by the Certificate AdministratorAdministrator pursuant to Section 8.12(b) of this Agreement and to any Rating Agency and NRSRO by the Rule 17g-5 Information Provider pursuant to Section 8.12(c) of this Agreement. Each such report No later than 10 Business Days after the end of each fiscal year for the Trust (and any Other Securitization that includes a Serviced Pari Passu Companion Loan) for which a Form 10-K is required to be filed, the Master Servicer and the Special Servicer shall be addressed each forward to the Certificate Administrator and the Depositor (and to the Other Depositor and Other Trustee for any Other Securitization that includes a Serviced Pari Passu Companion Loan) the name and contact information of each Other Depositor Servicing Function Participant engaged by it during such year or portion thereof (if addressedexcept with respect to any Designated Sub-Servicer) and signed by an authorized officer of the applicable company, and shall address each of the what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function Participant submit their respective assessments by March 1st (subject to this Agreement delivered a grace period through March 15th), as applicable, to the Depositor on Certificate Administrator, each such party shall also at such time, if it has received the Closing Dateassessment (and attestation pursuant to Section 11.14) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate Administrator. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor (and each any Other Depositor may for any Other Securitization that includes a Serviced Pari Passu Companion Loan) shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by such party, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule III and notify the Depositor (and the Other Depositor for any Other Securitization that includes a Serviced Pari Passu Companion Loan) of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Trustee Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long as it has received written confirmation from the Depositor (and the Other Depositor for any Other Securitization that includes a Serviced Pari Passu Companion Loan) that a Form 10-K is not required to be filed in respect of the Trust (or, in the case of Serviced Pari Passu Companion Loan, the related Other Securitization that includes such Serviced Pari Passu Companion Loan) for the preceding calendar year. The Depositor will provide such written notice if such Form 10-K is not required. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 11.13 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 11.13 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee) is , the Trust Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations or a Servicer Termination Event, as applicable, under this Agreement unless otherwise provided for in this Agreement. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator will use reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in this Section and an attestation as described in Section 11.14 from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator and in form and substance similar to the annual report on assessment of compliance described in compliance with this Section 11.13 and the requirements of Regulation ABattestation described in Section 11.14.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182017, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan), the Certificate AdministratorAdministrator and the Trustee (provided, however that the Custodian, the Operating Advisor and, if it has made (or is Trustee shall not be required to make) deliver an Advance assessment of compliance with respect to any period during the which there was no Applicable Servicing Criteria applicable calendar year, the Trusteeto it), each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit T with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Trustee and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Serviced Depositor and the Senior Pari Passu Companion Loan Holders (or, in the case of a Serviced Senior Pari Passu Companion Loan that is part of an Other a Companion Loan Securitization Trust, the applicable Other Companion Loan Depositor and Other Companion Loan Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies The Certificate Administrator shall provide copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided 13.8 to any Certificateholder, Certificateholder upon the written request thereof, by therefor and submission of an Investor Certification in the Certificate Administrator. form of Exhibit J-1A or Exhibit J-1B. Each such report shall be addressed to the Depositor and each Other Companion Loan Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Companion Loan Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Companion Loan Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Applicable Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-C35), Trust and Servicing Agreement (SG Commercial Mortgage Securities Trust 2016-C5)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 20182013, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, Administrator and the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeAdvisor, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Advisor and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year commencing in March 20182012, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, Administrator and the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeAdvisor, each at its own expense, shall furnish (and each of the preceding parties, as applicable, shall cause each Servicing Function Participant with which it has entered a servicing relationship with respect to any Mortgage Loans or the Companion Loan after the Closing Date and shall use its commercially reasonable efforts to cause any Servicing Functioning Participant with which it has entered a servicing relationship on or prior to the Closing Date (iincluding, without limitation, the Sub-Servicers listed on Exhibit S to this Agreement) with respect to any Servicing Function Participant of such party that is a Mortgage Loans or the Companion Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Advisor and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) ), to furnish, to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party)Holder, the Operating Advisor (only in the case of a report furnished by the Special ServicerServicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 10.05 of this Agreement, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For No Reporting Servicer shall be required to cause the avoidance delivery of doubt, the Trustee shall have no obligation or duty to determine whether any such assessments until April 15 in any given year so long as it has received written confirmation from the Depositor that a report (other than any such report furnished by the Trustee or any Servicing Function Participant on Form 10-K is not required to be filed in respect of the Trustee) is in form and substance in compliance with Trust for the requirements of Regulation ABpreceding calendar year.

Appears in 2 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15th of each year year, commencing in March 20182013, the Master Servicer, the Special Servicer, the Certificate AdministratorTrustee, the Custodian, the Operating Senior Trust Advisor and, if it has made (or is required to make) an Advance during and the applicable calendar year, the TrusteeCertificate Administrator, each at its own expense, shall furnish (and each of the preceding parties, as applicable, such party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Special Servicer, Trustee, Senior Trust Advisor, Custodian or Certificate Administrator that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, furnish and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) (each Master Servicer, to the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made Depositor (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer) , also to the Senior Trust Advisor), and the Depositor17g-5 Information Provider and promptly, but not earlier than the second Business Day after providing such statement to the 17g-5 Information Provider, to each Rating Agency, a report on an assessment substantially in the form of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, Exhibit II or in such other format as otherwise agreed upon form provided by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act such Reporting Party and the applicable Certifying Servicer) Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB and AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 Such report shall be provided to any Certificateholderin EXXXX-Compatible Format, or in such other format agreed upon the written request thereof, by the Depositor, the Certificate AdministratorAdministrator and the Reporting Servicer. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement AA hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement AA and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the TrusteeTrust for the preceding calendar year. Notwithstanding the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) is in form and substance in compliance with the requirements respect of Regulation ABtheir combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15th of each year year, commencing in March 20182015, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loans or the Trust Companion Loan), the Certificate AdministratorTrustee, the Custodian, the Operating Senior Trust Advisor and, if it has made (or is required to make) an Advance during and the applicable calendar year, the TrusteeCertificate Administrator, each at its own expense, shall furnish (and each of the preceding parties, as applicable, such party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Special Servicer, Trustee, Senior Trust Advisor, Custodian or Certificate Administrator that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, furnish and (ii) with respect to any each other Servicing Function Participant of such party with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than any party to this Agreementand the Trust Companion Loan, if applicable), shall cause such Servicing Function Participant to furnish) (each Master Servicer, to the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made Depositor (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer) , also to the Senior Trust Advisor), and the Depositor17g-5 Information Provider, a report on an assessment substantially in the form of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, Exhibit II or in such other format as otherwise agreed upon form provided by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act such Reporting Party and the applicable Certifying Servicer) Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB and AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant With respect to this Section 10.09 any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided to any Certificateholderin EXXXX-Compatible Format, or in such other format agreed upon the written request thereof, by the Depositor, the Certificate AdministratorAdministrator and the Reporting Servicer. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement AA hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement AA and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the TrusteeTrust for the preceding calendar year. Notwithstanding the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) is in form and substance in compliance with the requirements respect of Regulation ABtheir combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)

Annual Reports on Assessment of Compliance with Servicing Criteria. Annual Independent Public Accountants' Attestation Report(a) (a) On or before Not later than March 1 15th of each calendar year commencing in March 20182008 (and with respect to each Custodian, only until a Form 15 Suspension Notice has been filed), the Servicer, the Securities Administrator, the Master Servicer, each Custodian and the Trustee (in its capacity as successor master servicer, if applicable) each shall deliver, and the Servicer shall cause each Subservicer engaged by the Servicer, and the Servicer, the Securities Administrator, the Master Servicer and the Trustee (in its capacity as successor master servicer, if applicable) shall cause each Subcontractor utilized by the Servicer (or by any such Subservicer), the Master Servicer, the Special Securities Administrator or the Trustee (in its capacity as successor master servicer, if applicable), as applicable, and determined by the Servicer, the Certificate AdministratorMaster Servicer, the Custodian, Securities Administrator or the Operating Advisor andTrustee (in its capacity as successor master servicer, if it has made applicable), as applicable, pursuant to Section 3.02(e) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB (or is required in each case, a "Servicing Function Participant"), to make) an Advance during the applicable calendar year, the Trusteedeliver, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the DepositorSecurities Administrator, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) to it that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer party of its responsibility for assessing compliance with the Relevant Servicing CriteriaCriteria applicable to it, (B) a statement that such Reporting Servicer party used the Servicing Criteria to assess compliance with the Relevant applicable Servicing Criteria, (C) such Reporting Servicer’s party's assessment of compliance with the Relevant applicable Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 8.12, including, if there has been any material instance of noncompliance with the Relevant applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s Person's assessment of compliance with the Relevant applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such assessment of compliance report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant applicable Servicing Criteria specified set forth on a certification substantially Exhibit T hereto, or as set forth in the form notification furnished to the Depositor and the Securities Administrator pursuant to Section 3.23(c). The Servicer, the Securities Administrator, the Master Servicer, the Trustee (in its capacity as successor master servicer, if applicable) and the Custodian hereby acknowledge and agree that their respective assessments of compliance will cover the items identified on Exhibit O T hereto as being covered by such party. The parties to this Agreement delivered acknowledge that where a particular Servicing Criteria has multiple components, each party's assessment of compliance (and related attestation of compliance) will relate only to the Depositor on the Closing Datethose components that are applicable to such party. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor and each Other Depositor may shall review each such report and, if applicable, consult with the each Reporting Servicer Servicer, the Securities Administrator, the Master Servicer, the Trustee (in its capacity as successor master servicer, if applicable) or the Custodian as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for applicable to it (and each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation Subservicer or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant engaged or utilized by the Servicer, such Subservicer or the Trustee (in its capacity as successor master servicer, if applicable), as applicable), as the case may be. No Subcontractor engaged by the Servicer, the Securities Administrator or the Master Servicer shall be required to deliver any such assessments required by this paragraph in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trustee) is in form and substance in compliance with Trust for the requirements of Regulation ABpreceding calendar year.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GSAMP Trust 2007-He2), Pooling and Servicing Agreement (GSAMP Trust 2007-He1)

Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st (asubject to a grace period through March 15th) On or before March 1 of each year year, commencing in March 20182016, the Master Servicer, the Special ServicerServicer (regardless of whether such Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Advisor and, Trustee (but only if it has made (or is required to make) an Advance a Servicing Function Participant during the applicable calendar year), the TrusteeTrust Advisor and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall furnish (and each of the preceding parties, as applicable, Master Servicer and the Special Servicer shall (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnishcause, and (ii) with respect to any other Servicing Function Participant of such party party, cause, by March 1st (subject to a grace period through March 15th) each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant furnish, each at its own expense, to furnish) (each Master Servicer, the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, Depositor (and to any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of Trustee for any Other Securitization that includes a report furnished by the Special ServicerServiced Pari Passu Companion Loan) and the DepositorRule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement), a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage-backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.08, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.13 shall be provided made available to any Certificateholder, upon the written request thereof, Privileged Person by the Certificate AdministratorAdministrator pursuant to Section 8.12(b) of this Agreement and to any Rating Agency and NRSRO by the Rule 17g-5 Information Provider pursuant to Section 8.12(c) of this Agreement. Each such report No later than 10 Business Days after the end of each fiscal year for the Trust (and any Other Securitization that includes a Serviced Pari Passu Companion Loan) for which a Form 10-K is required to be filed, the Master Servicer and the Special Servicer shall be addressed each forward to the Certificate Administrator and the Depositor (and to the Other Depositor and Other Trustee for any Other Securitization that includes a Serviced Pari Passu Companion Loan) the name and contact information of each Other Depositor Servicing Function Participant engaged by it during such year or portion thereof (if addressedexcept with respect to any Designated Sub-Servicer) and signed by an authorized officer of the applicable company, and shall address each of the what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function Participant submit their respective assessments by March 1st (subject to this Agreement delivered a grace period through March 15th), as applicable, to the Depositor on Certificate Administrator, each such party shall also at such time, if it has received the Closing Dateassessment (and attestation pursuant to Section 11.14) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate Administrator. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor (and each any Other Depositor may for any Other Securitization that includes a Serviced Pari Passu Companion Loan) shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by such party, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule III and notify the Depositor (and the Other Depositor for any Other Securitization that includes a Serviced Pari Passu Companion Loan) of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Trustee Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long as it has received written confirmation from the Depositor (and the Other Depositor for any Other Securitization that includes a Serviced Pari Passu Companion Loan) that a Form 10-K is not required to be filed in respect of the Trust (or, in the case of Serviced Pari Passu Companion Loan, the related Other Securitization that includes such Serviced Pari Passu Companion Loan) for the preceding calendar year. The Depositor will provide such written notice if such Form 10-K is not required. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 11.13 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 11.13 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee) is , the Trust Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations or a Servicer Termination Event, as applicable, under this Agreement unless otherwise provided for in this Agreement. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator will use reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in this Section and an attestation as described in Section 11.14 from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator and in form and substance similar to the annual report on assessment of compliance described in compliance with this Section 11.13 and the requirements of Regulation ABattestation described in Section 11.14.

Appears in 2 contracts

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

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182023, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate AdministratorOperating Advisor, the Custodian, the Operating Advisor and, Certificate Administrator and the Trustee (if it has made (made, or is required to make) , an Advance during the applicable calendar year, the Trustee), each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master of the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Serviced Operating Advisor (only in the case of a report furnished by the Special Servicer), Depositor and the Companion Loan Holders Holder(s) (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof (including whether such instance of noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such instance of noncompliance) and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 13.8 shall be provided to any Certificateholder, upon the written request thereoftherefor, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Other Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2022-C15), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 20182020, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Trust Loan, and for so long as any Companion Loan Securitization is subject to reporting requirements of the Exchange Act, the Whole Loan), the Certificate AdministratorAdministrator and the Trustee (provided, however that the Custodian, the Operating Advisor and, if it has made (or is Trustee shall not be required to make) deliver an Advance assessment of compliance with respect to any period during the which there was no Applicable Servicing Criteria applicable calendar year, the Trusteeto it), each at its own expense, shall furnish (and each of the preceding partiessuch party, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Trustee and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Serviced Depositor and the Companion Loan Holders (or, in the case of a Serviced the Companion Loan that is part of an Other a Companion Loan Securitization Trust, the applicable Other Companion Loan Depositor and Other Companion Loan Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Companion Loan Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Companion Loan Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Companion Loan Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Applicable Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Bank 2020-Bnk25), Trust and Servicing Agreement (Bank 2019-Bnk23)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15th of each year year, commencing in March 20182015, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loans or the Trust Companion Loans), the Certificate AdministratorTrustee, the Custodian, the Operating Senior Trust Advisor and, if it has made (or is required to make) an Advance during and the applicable calendar year, the TrusteeCertificate Administrator, each at its own expense, shall furnish (and each of the preceding parties, as applicable, such party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Special Servicer, Trustee, Senior Trust Advisor, Custodian or Certificate Administrator that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, furnish and (ii) with respect to any each other Servicing Function Participant of such party with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than any party to this Agreementand the Trust Companion Loans, if applicable), shall cause such Servicing Function Participant to furnish) (each Master Servicer, to the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made Depositor (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer) , also to the Senior Trust Advisor), and the Depositor17g-5 Information Provider, a report on an assessment substantially in the form of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, Exhibit II or in such other format as otherwise agreed upon form provided by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act such Reporting Party and the applicable Certifying Servicer) Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB and AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant With respect to this Section 10.09 any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided to any Certificateholderin XXXXX-Compatible Format, or in such other format agreed upon the written request thereof, by the Depositor, the Certificate AdministratorAdministrator and the Reporting Servicer. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement AA hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement AA and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the TrusteeTrust for the preceding calendar year. Notwithstanding the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) is in form and substance in compliance with the requirements respect of Regulation ABtheir combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 1st of each year year, commencing in March 20182017, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit V with which it has entered into a servicing relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Administrator and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website), as applicable, pursuant to Section 8.14(b)) or Section 10.17, the Trustee, the Serviced Depositor and the Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that such Reporting Servicer used the Applicable Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.8 shall be provided to any Certificateholder, upon the written request thereoftherefor, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Other Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Applicable Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2016-Gs3), Trust and Servicing Agreement (Gs Mortgage Securities Corp Ii)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year year, commencing in March 20182008, the each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, Co-Trustee and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, party shall (i) with respect to any Servicing Function Participant of each Initial Sub-Servicer engaged by such party Master Servicer, Special Servicer, Co-Trustee and Trustee that is a Mortgage Loan Seller Sub-ServicerServicing Function Participant, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which it has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to furnish) (each Master Servicerengaged by it to, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) furnish to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) Trustee and the Depositor, with a copy to the Rating Agencies, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) to it that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s 's assessment of compliance with the Relevant Applicable Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s 's assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement W hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator Trustee shall confirm that the assessments, assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement W and notify the Depositor of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Trustee or any Servicing Function Participant (other than the Co-Trustee) shall be required to cause the delivery of any such assessments until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trustee) Trust for the preceding calendar year. The Co-Trustee shall not be required to cause the delivery of any such assessment in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in form and substance in compliance with respect of the requirements of Regulation ABTrust for the preceding calendar year.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year year, commencing in March 2018, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicablesuch party, (i) with respect to any each Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-ServicerServicer set forth on Exhibit Z with which it has entered into a servicing relationship with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, Administrator and any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the TrusteeParticipant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website) and the 17g-5 Information Provider (who shall post it to the 17g-5 Website and the 17g-5 Information Provider’s Website), as applicable, pursuant to Section 8.14(b)) or Section 10.17, the Trustee, the Serviced Depositor and the Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Applicable Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Applicable Servicing Criteria, (B) a statement that that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance with the Relevant Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.8 shall be provided to any Certificateholder, upon the written request thereoftherefor, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Applicable Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement delivered Criteria. For so long as any Other Securitization Trust is subject to the Depositor on reporting requirements of the Closing Date. Promptly Exchange Act, promptly after receipt of each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C39)

Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 15 of each year year, commencing in March 2018201[_], the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, Servicer and the Trustee, each at its own expense, shall furnish (furnish, and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts (including enforcement as such term is described in Section 3.22(c)) to cause such each Servicing Function Participant to furnish, and (ii) with which it has entered into a servicing relationship with respect to any other Servicing Function Participant of such party the Mortgage Loans to furnish (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may beeach, a “Reporting Servicer”) ), to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer) Trustee and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with as the Relevant Servicing Criteriabasis for such report, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator. Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this Agreement Schedule VIII hereto delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each Other Depositor may shall review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria applicable to it, and (ii) the Certificate Administrator Trustee shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement and notify the Depositor of any exceptions. For No Reporting Servicer shall be required to cause the avoidance delivery of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than assessments until April 15 in any such report furnished by given year so long as it has received written confirmation from the Trustee or any Servicing Function Participant Depositor that a Report on Form 10-K is not required to be filed in respect of the Trustee) is in form and substance in compliance with Trust for the requirements of Regulation ABpreceding calendar year.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.), Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.)

Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st (asubject to a grace period through March 15th) On or before March 1 of each year year, commencing in March 20182013, the Master Servicer, the Special ServicerServicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Operating Advisor and, Trustee (but only if it has made (or is required to make) an Advance a Servicing Function Participant during the applicable calendar year), the TrusteeTrust Advisor and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall furnish (and each of the preceding parties, as applicable, Master Servicer and the Special Servicer shall (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnishcause, and (ii) with respect to any other Servicing Function Participant of such party party, cause, by March 1st (subject to a grace period through March 15th) each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant furnish, each at its own expense, to furnish) (each Master Servicer, the Special ServicerTrustee, the Certificate Administrator, the Custodian, the Operating Advisor, Depositor (and to any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting PartyTrustee for any Other Securitization that includes a Serviced Pari Passu Companion Loan), the Operating Advisor Rule 17g-5 Information Provider (only in who shall promptly post such report to the case Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of a report furnished by this Agreement), and promptly but not earlier than the Special Servicer) and second Business Day after such party provides the DepositorRule 17g-5 Information Provider such report, each Rating Agency, a report on an assessment of compliance with the Relevant Servicing Criteria (together with respect to commercial mortgage backed securities transactions taken as a copy thereof in XXXXX-Compatible Format, or in whole involving such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) party that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of and for the preceding calendar yearfiscal year covered by the Form 10-K required to be filed pursuant to Section 11.08, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 11.13 shall be provided made available to any Certificateholder, upon the written request thereof, Privileged Person by the Certificate AdministratorAdministrator pursuant to Section 8.12(b) of this Agreement and to any Rating Agency and NRSRO by the Rule 17g-5 Information Provider pursuant to Section 8.12(c) of this Agreement. Each such report No later than 10 Business Days after the end of each fiscal year for the Trust (and any Other Securitization that includes a Serviced Pari Passu Companion Loan) for which a Form 10-K is required to be filed, the Master Servicer and the Special Servicer shall be addressed each forward to the Certificate Administrator and the Depositor (and to the Other Depositor and Other Trustee for any Other Securitization that includes a Serviced Pari Passu Companion Loan) the name and contact information of each Other Depositor Servicing Function Participant engaged by it during such year or portion thereof (if addressedexcept with respect to any Designated Sub-Servicer) and signed by an authorized officer of the applicable company, and shall address each of the what Relevant Servicing Criteria specified on a certification substantially will be addressed in the form report on assessment of Exhibit O compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and each Servicing Function Participant submit their respective assessments by March 1st (subject to this Agreement delivered a grace period through March 15th), as applicable, to the Depositor on Certificate Administrator, each such party shall also at such time, if it has received the Closing Dateassessment (and attestation pursuant to Section 11.14) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate Administrator. Promptly after receipt of each such reportreport on assessment of compliance, (i) the Depositor (and each any Other Depositor may for any Other Securitization that includes a Serviced Pari Passu Companion Loan) shall have the right to review each such report and, if applicable, consult with the each Reporting Servicer Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing CriteriaCriteria by such party, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to this Agreement Schedule III and notify the Depositor (and the Other Depositor for any Other Securitization that includes a Serviced Pari Passu Companion Loan) of any exceptions. For None of the avoidance of doubtMaster Servicer, the Trustee shall have no obligation or duty to determine whether any such report (other than any such report furnished by Special Servicer, the Trustee Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long as it has received written confirmation from the Depositor (and the Other Depositor for any Other Securitization that includes a Serviced Pari Passu Companion Loan) that a Form 10-K is not required to be filed in respect of the Trust (or, in the case of Serviced Pari Passu Companion Loan, the related Other Securitization that includes such Serviced Pari Passu Companion Loan) for the preceding calendar year. The Depositor will provide such written notice if such Form 10-K is not required. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 11.13 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 11.13 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee) is , the Trust Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations or a Servicer Termination Event, as applicable, under this Agreement unless otherwise provided for in this Agreement. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator will use reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described in this Section and an attestation as described in Section 11.14 from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator and in form and substance similar to the annual report on assessment of compliance described in compliance with this Section 11.13 and the requirements of Regulation ABattestation described in Section 11.14.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5)

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