Common use of Certain Matters Regarding Significant Obligors Clause in Contracts

Certain Matters Regarding Significant Obligors. (a) For purposes of this Agreement: each of (i) the Mortgaged Property identified on the Mortgage Loan Schedule as Park Place Mall (“Park Place Mall Significant Obligor”), (ii) the Mortgaged Property identified on the Mortgage Loan Schedule as 1000 Xxxxxxxx (“1000 Xxxxxxxx Significant Obligor”) and (iii) American Eagle Outfitters, Inc., in its capacity as guarantor under the sole lease of the Mortgaged Property identified on the Mortgage Loan Schedule as 1000 Xxxxxxxx (“American Eagle Significant Obligor”), is a “significant obligor” (each, a “Significant Obligor”) as such term is used in Items 1101 and 1112 of Regulation AB. Accordingly, as required by Item 1112(b) of Regulation AB, (i) with respect to the Park Place Mall Significant Obligor and the 1000 Xxxxxxxx Significant Obligor, Item 6 of Form 10-D and Item 1112(b) of Form 10-K provide for the inclusion of updated net operating income of the related Mortgagor and (ii) with respect to the American Eagle Significant Obligor, Item 6 of Form 10-D and Item 1112(b) of Form 10-K provide for the inclusion of updated information under Item 301 of Regulation S-K, in each case on each Form 10-K to be filed on behalf of the Trust and each Form 10-D to be filed on behalf of the Trust with respect to a Distribution Date immediately following the date in which either (A) with respect to the Park Place Mall Significant Obligor and the 1000 Xxxxxxxx Significant Obligor, each financial statement of such Significant Obligor is required to be delivered to the lender under the related Loan Documents, or (B) with respect to the American Eagle Significant Obligor, updated information under Item 301 of Regulation S-K is made available by the American Eagle Significant Obligor, whether in its Form 10-Q filed under the Exchange Act or otherwise. With respect to the Park Place Mall Significant Obligor and the 1000 Xxxxxxxx Significant Obligor, after receipt of the updated net operating income information, the Master Servicer shall update the following fields of the CREFC Loan Periodic Update File for the (a) immediately succeeding Distribution Date if the Master Servicer receives such updated net operating income information at least ten (10) Business Days prior to the Determination Date related to such Distribution Date (or such shorter period as may be necessary to comply with revised law or regulations or interpretations thereof; provided the Master Servicer receives written notice of such shorter period from the Depositor or the Certificate Administrator) or (b) the second succeeding Distribution Date if the Master Servicer does not receive such updated net operating income information prior to the date set forth in clause (a): 54 – “Preceding Fiscal Year NOI,” 68 – “Most Recent NOI,” 72 – “Most Recent Financial As of Start Date” and 73 – “Most Recent Financial As of End Date”, as such field numbers may change from time to time.

Certain Matters Regarding Significant Obligors. (a) For purposes of this Agreement: each of (i) the Mortgaged Property identified on the Mortgage Loan Schedule as Park Place Mall (“Park Place Mall Significant Obligor”), (ii) the Mortgaged Property identified on the Mortgage Loan Schedule as 1000 Xxxxxxxx (“1000 Xxxxxxxx Significant Obligor”) and (iii) American Eagle Outfitters, Inc., in its capacity as guarantor under the sole lease of the Mortgaged Property identified on the Mortgage Loan Schedule as 1000 Xxxxxxxx (“American Eagle Significant Obligor”), is a “significant obligor” (each, a “Significant Obligor”) as such term is used in Items 1101 and 1112 of Regulation AB. Accordingly, as required by Item 1112(b) of Regulation AB, (i) with respect to the Park Place Mall Significant Obligor and the 1000 Xxxxxxxx Significant Obligor, Item 6 of Form 10-D and Item 1112(b) of Form 10-K provide for the inclusion of updated net operating income of the related Mortgagor and (ii) with respect to the American Eagle Significant Obligor, Item 6 of Form 10-D and Item 1112(b) of Form 10-K provide for the inclusion of updated information under Item 301 of Regulation S-K, in each case on each Form 10-K to be filed on behalf of the Trust and each Form 10-D to be filed on behalf of the Trust with respect to a Distribution Date immediately following the date in which either (A) with respect to the Park Place Mall Significant Obligor and the 1000 Xxxxxxxx Significant Obligor, each financial statement of such Significant Obligor is required to be delivered to the lender under the related Loan Documents, or (B) with respect to the American Eagle Significant Obligor, updated information under Item 301 of Regulation S-K is made available by the American Eagle Significant Obligor, whether in its Form 10-Q filed under the Exchange Act or otherwise. With respect to the Park Place Mall Significant Obligor and the 1000 Xxxxxxxx Significant Obligor, after receipt of the updated net operating income information, the Master Servicer shall update the following fields of the CREFC Loan Periodic Update File for the (a) immediately succeeding Distribution Date if the Master Servicer receives such updated net operating income information at least ten (10) Business Days prior to the Determination Date related to such Distribution Date (or such shorter period as may be necessary to comply with revised law or regulations or interpretations thereof; provided the Master Servicer receives written notice of such shorter period from the Depositor or the Certificate Administrator) or (b) the second succeeding Distribution Date if the Master Servicer does not receive such updated net operating income information prior to the date set forth in clause (a): 54 – “Preceding Fiscal Year NOI,” 68 – “Most Recent NOI,” 72 – “Most Recent Financial As of Start Date” and 73 – “Most Recent Financial As of End Date”, as such field numbers may change from time to time. (b) With respect to the Park Place Mall Significant Obligor and the 1000 Xxxxxxxx Significant Obligor, in the event that the Master Servicer does not receive from the related Mortgagor the financial information referred to in clause (a) above in order to comply with Item 6 of Form 10-D or Item 1112(b) of Form 10-K, as the case may be, within five (5) Business Days after the date such financial information is required to be delivered under the related Loan Documents, the Master Servicer shall notify the Depositor that it has not received such financial information. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act, but in no event requiring the Master Servicer to initiate litigation) to continue to attempt to obtain such financial information from the related Mortgagor. The Master Servicer shall retain written evidence of each instance in which it attempts to contact the related Mortgagor to obtain the required financial information and is unsuccessful and, within five Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed on behalf of the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Certificate Administrator and the Depositor. (c) With respect to the information required by Item 6 of Form 10-D or Item 1112(b) of Form 10-K, as the case may be, for the American Eagle Significant Obligor, the Depositor directs the Master Servicer to use reasonable efforts to (i) obtain from either of the following websites: (A) hxxx://xxx.xxxxxxxxx-xx.xxx/xxxxxxx.xxxxx?c=81256&p=irol-reportsannual; or (B) hxxx://xxx.xxx.xxx/xxx-bin/browse-exxxx?action=getcompany&CIK=0000919012; (or a successor website provided to the Master Servicer by the Depositor) the information required to be provided by the American Eagle Significant Obligor under Item 301 of Regulation S-K for the most recent calendar quarter in the case of Item 6 of Form 10-D or the most recent calendar year in the case of Item 1112(b) of Form 10-K, as applicable, for purposes of complying with such Item 6 of Form 10-D or Item 1112(b) of Form 10-K, as the case may be, or, (ii) if such information is not available on such websites, shall (A) promptly, but in no event later than the next Business Day, deliver written notice to the Depositor that the information is unavailable and (B) promptly deliver a written request to the related Mortgagor to provide the financial information referred to in Section 10.15(a) of this Agreement to comply with Item 6 of Form 10-D or Item 1112(b) of Form 10-K, as the case may be. In the case of clause (ii) of the preceding sentence, the Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act, but in no event requiring the Master Servicer to initiate litigation) to continue to attempt to obtain the financial information referred to in Section 10.15(a) of this Agreement from the related Mortgagor until such financial information is provided. The Master Servicer shall retain written evidence of each instance in which it attempts to contact the related Mortgagor to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed on behalf of the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain these statements or information to the Certificate Administrator and the Depositor. The Master Servicer shall have no obligation or duty to verify, confirm, analyze or otherwise determine whether the information being delivered under this Section 10.15(b) is accurate, complete or otherwise is or is not anything other than what it purports to be. (d) If the Certificate Administrator has not timely received financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b) of Form 10-K, as the case may be, it shall include the following statement with respect to Item 6 on the related Form 10-D or Item 1112(b) on the related Form 10-K: “The information required for this [Item 6] [Item 1112(b)] rests with a person or entity which is not affiliated with the registrant. Oral and written requests have been made on behalf of the registrant, to the extent required under the related pooling and servicing agreement, to obtain the information required for this [Item 6] [Item 1112 (b)], and the registrant has been unable to obtain such information to include on this [Form 10-D] [Form 10-K] by the related filing deadline. The information is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or such other statement as shall be required by the Depositor. (e) Notwithstanding anything contained in this Section 10.15, in the event that, and for so long as, the Trust is not subject to the reporting requirements of the Exchange Act, the Master Servicer shall not be required to fulfill its obligations under this Section 10.15.