Common use of Distribution Date Statements and Information Clause in Contracts

Distribution Date Statements and Information. (i) Based on information provided to the Certificate Administrator by the applicable Master Servicer pursuant to Sections 3.12, 4.02(c) and 4.02(f), the Certificate Administrator shall prepare (or cause to be prepared) and, on each Distribution Date, provide or make available electronically (or, upon request by a Privileged Person who is a Certificateholder or Certificate Owner or by any Privileged Person who cannot receive a copy electronically, by first class mail) to each Privileged Person a statement substantially in the form of, and containing the information set forth in, Exhibit G-1 hereto and in any event containing the information set forth on Exhibit G-2 (the “Distribution Date Statement”), detailing the distributions on such Distribution Date and the performance, both in the aggregate and individually to the extent available, of the Mortgage Loans and the Mortgaged Properties; provided that the Certificate Administrator need not deliver to the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Underwriters, the Rating Agencies or the Subordinate Class Representative any Distribution Date Statement that has been made available to such Person via the Certificate Administrator’s Website as provided below; and provided, further, that the Certificate Administrator has no affirmative obligation to discover the identities of Certificate Owners and need only react to Persons claiming to be Certificate Owners in accordance with Section 5.06; and provided, further, that during any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of the Distribution Date Statement shall be deemed to have agreed to keep confidential the information therein until such Distribution Date Statement is filed with the Commission. If and for so long as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of any Exchange Act reports filed with the SEC shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of Certificates. (ii) On each Distribution Date, the Certificate Administrator shall make available to the general public (including any Privileged Persons) via the Certificate Administrator’s Website (x) the related Distribution Date Statement, (y) as a convenience to the general public (and not in furtherance of the distribution thereof under the securities laws), the prospectus supplement, the prospectus, and this Agreement, and (z) any Exchange Act reports filed with the SEC. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans available through the Certificate Administrator’s Website. (iii) Upon the reasonable request of any Certificateholder identified to the applicable Master Servicer to the applicable Master Servicer’s reasonable satisfaction, the applicable Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder) copies of any appraisals, operating statements, rent rolls (or, with respect to Co-op Mortgage Loans, maintenance schedules) and financial statements obtained by the applicable Master Servicer or the applicable Special Servicer; provided that, in connection therewith, the applicable Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the applicable Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates or a regulator or a governmental body and will keep such information confidential and is not a Borrower or an Affiliate of a Borrower. The Certificate Administrator shall have no obligation to provide the information or reports described in this Section 4.02(a) until it has received the requisite information or reports from the applicable Master Servicer provided for herein, and the Certificate Administrator shall not be in default hereunder due to a delay in providing such information and reports caused by the failure of the applicable Master Servicer or the applicable Special Servicer to timely deliver any information or reports hereunder. None of the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to it by a Borrower, each other or a third party, and accepted by it in good faith, that is included in any reports, statements, materials or information prepared or provided by the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, as applicable. None of the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer shall have any obligation to verify the accuracy or completeness of any information provided by a Borrower, a third party or each other. During any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of information regarding the Trust on the Certificate Administrator’s Website will be deemed to have agreed to keep confidential such information until such reports are filed with the Commission, and to the extent such information is presented on the Certificate Administrator’s Website, such website will bear a legend to the following effect: “No recipient shall use or disclose the information contained in this statement/report/file in any manner which could result in a violation of any provision of the Securities Act of 1933 or the Securities Exchange Act of 1934 or would require registration of any Non-Registered Certificates pursuant to Section 5 of the Securities Act of 1933.” The Certificate Administrator makes no representations or warranties as to the accuracy or completeness of any report, document or other information made available on the Certificate Administrator’s Website and assumes no responsibility therefor. In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator for which it is not the original source. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer (provided that such website provides thereon electronic means of fulfilling such registration and acceptance for purposes of obtaining access to the Certificate Administrator’s Website). The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (000) 000-0000 or such other number as the Certificate Administrator may hereinafter specify. The Certificate Administrator shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Distribution Date Statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). Notwithstanding the foregoing, unless specifically provided for herein, in no event shall any provision of this Agreement be construed to require the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection reports and other specific periodic reports otherwise required). If the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.

Appears in 12 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24)

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Distribution Date Statements and Information. (i) Based on information provided to the Certificate Administrator by the applicable Master Servicer pursuant to Sections 3.12, 4.02(c) and 4.02(f), the Certificate Administrator shall prepare (or cause to be prepared) and, on each Distribution Date, provide or make available electronically (or, upon request by a Privileged Person who is a Certificateholder or Certificate Owner or by any Privileged Person who cannot receive a copy electronically, by first class mail) to each Privileged Person a statement substantially in the form of, and containing the information set forth in, Exhibit G-1 hereto and in any event containing the information set forth on Exhibit G-2 (the “Distribution Date Statement”), detailing the distributions on such Distribution Date and the performance, both in the aggregate and individually to the extent available, of the Mortgage Loans and the Mortgaged Properties; provided that the Certificate Administrator need not deliver to the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Underwriters, the Rating Agencies or the Subordinate Class Representative any Distribution Date Statement that has been made available to such Person via the Certificate Administrator’s Website as provided below; and provided, further, that the Certificate Administrator has no affirmative obligation to discover the identities of Certificate Owners and need only react to Persons claiming to be Certificate Owners in accordance with Section 5.06; and provided, further, that during any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of the Distribution Date Statement shall be deemed to have agreed to keep confidential the information therein until such Distribution Date Statement is filed with the Commission. If and for so long as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of any Exchange Act reports filed with the SEC shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of Certificates. (ii) On each Distribution Date, the Certificate Administrator shall make available to the general public (including any Privileged Persons) via the Certificate Administrator’s Website (x) the related Distribution Date Statement, (y) as a convenience to the general public (and not in furtherance of the distribution thereof under the securities laws), the prospectus supplement, the prospectus, and this Agreement, and (z) any Exchange Act reports filed with the SEC. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans available through the Certificate Administrator’s Website. (iii) Upon the The applicable Master Servicer or Special Servicer, as applicable, shall provide (in electronic media) to each Serviced Pari Passu Companion Loan Holder and, upon reasonable request of request, to any Certificateholder identified to the applicable Master Servicer to the applicable Master Servicer’s reasonable satisfaction, the applicable Master Servicer may provide (or forward electronically) satisfaction (at the expense of such Certificateholder) copies of any appraisals, operating statements, rent rolls (or, with respect to Co-op Mortgage Loans, maintenance schedules) and financial statements obtained by the applicable Master Servicer or the applicable Special ServicerServicer and, with respect to any Serviced Pari Passu Companion Loan Holder, any other information regarding the related Serviced Loan Combination provided by such Master Servicer or such Special Servicer to any other party hereunder, at the same time such information is provided to any such party; provided that, in connection therewith, the applicable Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the applicable Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates or a Serviced Pari Passu Companion Loan Holder or a regulator or a governmental body and will keep such information confidential and is not a Borrower or an Affiliate of a Borrower. The Certificate Administrator shall have no obligation to provide the information or reports described in this Section 4.02(a) until it has received the requisite information or reports from the applicable Master Servicer provided for herein, and the Certificate Administrator shall not be in default hereunder due to a delay in providing such information and reports caused by the failure of the applicable Master Servicer or the applicable Special Servicer to timely deliver any information or reports hereunder. None of the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to it by a Borrower, each other or a third party, and accepted by it in good faith, that is included in any reports, statements, materials or information prepared or provided by the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, as applicable. None of the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer shall have any obligation to verify the accuracy or completeness of any information provided by a Borrower, a third party or each other. During any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of information regarding the Trust on the Certificate Administrator’s Website will be deemed to have agreed to keep confidential such information until such reports are filed with the Commission, and to the extent such information is presented on the Certificate Administrator’s Website, such website will bear a legend to the following effect: “No recipient shall use or disclose the information contained in this statement/report/file in any manner which could result in a violation of any provision of the Securities Act of 1933 or the Securities Exchange Act of 1934 or would require registration of any Non-Registered Certificates pursuant to Section 5 of the Securities Act of 1933.” The Certificate Administrator makes no representations or warranties as to the accuracy or completeness of any report, document or other information made available on the Certificate Administrator’s Website and assumes no responsibility therefor. In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator for which it is not the original source. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer (provided that such website provides thereon electronic means of fulfilling such registration and acceptance for purposes of obtaining access to the Certificate Administrator’s Website). The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (000) 000-0000 or such other number as the Certificate Administrator may hereinafter specify. The Certificate Administrator shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Distribution Date Statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). Notwithstanding the foregoing, unless specifically provided for herein, in no event shall any provision of this Agreement be construed to require the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection reports and other specific periodic reports otherwise required). If the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.

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)

Distribution Date Statements and Information. (i) Based on information provided to the Certificate Administrator by the applicable Master Servicer pursuant to Sections 3.12, 4.02(c) and 4.02(f), the Certificate Administrator shall prepare (or cause to be prepared) and, on each Distribution Date, provide or make available electronically (or, upon request by a Privileged Person who is a Certificateholder or Certificate Owner or by any Privileged Person who cannot receive a copy electronically, by first class mail) to each Privileged Person a statement substantially in the form of, and containing the information set forth in, Exhibit G-1 hereto and in any event containing the information set forth on Exhibit G-2 (the “Distribution Date Statement”), detailing the distributions on such Distribution Date and the performance, both in the aggregate and individually to the extent available, of the Mortgage Loans and the Mortgaged Properties; provided that the Certificate Administrator need not deliver to the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Underwriters, the Rating Agencies or the Subordinate Class Representative any Distribution Date Statement that has been made available to such Person via the Certificate Administrator’s Website as provided below; and provided, further, that the Certificate Administrator has no affirmative obligation to discover the identities of Certificate Owners and need only react to Persons claiming to be Certificate Owners in accordance with Section 5.06; and provided, further, that during any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of the Distribution Date Statement shall be deemed to have agreed to keep confidential the information therein until such Distribution Date Statement is filed with the Commission. If and for so long as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of any Exchange Act reports filed with the SEC Commission shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of Certificates. (ii) On each Distribution Date, the Certificate Administrator shall make available to the general public (including any Privileged Persons) via the Certificate Administrator’s Website (x) the related Distribution Date Statement, (y) as a convenience to the general public (and not in furtherance of the distribution thereof under the securities laws), the prospectus supplement, the prospectus, and this Agreement, and (z) any Exchange Act reports filed with the SECCommission. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans available through the Certificate Administrator’s Website. (iii) Upon the The Master Servicer or Special Servicer, as applicable, shall provide (in electronic media) to each Serviced Companion Loan Holder and, upon reasonable request of request, to any Certificateholder identified to the applicable Master Servicer to the applicable Master Servicer’s reasonable satisfaction, the applicable Master Servicer may provide (or forward electronically) satisfaction (at the expense of such Certificateholder) copies of any appraisals, operating statements, rent rolls (or, with respect to Co-op Mortgage Loans, maintenance schedules) and financial statements obtained by the applicable Master Servicer or the applicable Special ServicerServicer and, with respect to any Serviced Companion Loan Holder, any other information regarding the related Serviced Loan Combination provided by the Master Servicer or the Special Servicer to any other party hereunder, at the same time such information is provided to any such party; provided that, in connection therewith, the applicable Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the applicable Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates or a Serviced Companion Loan Holder or a regulator or a governmental body and will keep such information confidential and is not a Borrower or an Affiliate of a Borrower. The Certificate Administrator shall have no obligation to provide the information or reports described in this Section 4.02(a) until it has received the requisite information or reports from the applicable Master Servicer provided for herein, and the Certificate Administrator shall not be in default hereunder due to a delay in providing such information and reports caused by the failure of the applicable Master Servicer or the applicable Special Servicer to timely deliver any information or reports hereunder. None of the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to it by a Borrower, each other or a third party, and accepted by it in good faith, that is included in any reports, statements, materials or information prepared or provided by the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, as applicable. None of the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer shall have any obligation to verify the accuracy or completeness of any information provided by a Borrower, a third party or each other. During any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of information regarding the Trust on the Certificate Administrator’s Website will be deemed to have agreed to keep confidential such information until such reports are filed with the Commission, and to the extent such information is presented on the Certificate Administrator’s Website, such website will bear a legend to the following effect: “No recipient shall use or disclose the information contained in this statement/report/file in any manner which could result in a violation of any provision of the Securities Act of 1933 or the Securities Exchange Act of 1934 or would require registration of any Non-Registered Certificates pursuant to Section 5 of the Securities Act of 1933.” The Certificate Administrator makes no representations or warranties as to the accuracy or completeness of any report, document or other information made available on the Certificate Administrator’s Website and assumes no responsibility therefor. In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator for which it is not the original source. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer (provided that such website provides thereon electronic means of fulfilling such registration and acceptance for purposes of obtaining access to the Certificate Administrator’s Website). The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (000) 000-0000 or such other number as the Certificate Administrator may hereinafter specify. The Certificate Administrator shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Distribution Date Statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). Notwithstanding the foregoing, unless specifically provided for herein, in no event shall any provision of this Agreement be construed to require the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection reports and other specific periodic reports otherwise required). If the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.

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)

Distribution Date Statements and Information. (i) Based on information provided to the Certificate Administrator by the applicable Master Servicer pursuant to Sections 3.12, 4.02(c) and 4.02(f), the Certificate Administrator shall prepare (or cause to be prepared) and, on each Distribution Date, provide or make available electronically (or, upon request by a Privileged Person who is a Certificateholder or Certificate Owner or by any Privileged Person who cannot receive a copy electronically, by first class mail) to each Privileged Person a statement substantially in the form of, and containing the information set forth in, Exhibit G-1 hereto and in any event containing the information set forth on Exhibit G-2 (the “Distribution Date Statement”), detailing the distributions on such Distribution Date and the performance, both in the aggregate and individually to the extent available, of the Mortgage Loans and the Mortgaged Properties; provided that the Certificate Administrator need not deliver to the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Underwriters, the Rating Agencies or the Subordinate Class Representative any Distribution Date Statement that has been made available to such Person via the Certificate Administrator’s Website as provided below; and provided, further, that the Certificate Administrator has no affirmative obligation to discover the identities of Certificate Owners and need only react to Persons claiming to be Certificate Owners in accordance with Section 5.06; and provided, further, that during any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of the Distribution Date Statement shall be deemed to have agreed to keep confidential the information therein until such Distribution Date Statement is filed with the Commission. If and for so long as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of any Exchange Act reports filed with the SEC Commission shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of Certificates. (ii) On each Distribution Date, the Certificate Administrator shall make available to the general public (including any Privileged Persons) via the Certificate Administrator’s Website (x) the related Distribution Date Statement, (y) as a convenience to the general public (and not in furtherance of the distribution thereof under the securities laws), the prospectus supplement, the prospectus, and this Agreement, and (z) any Exchange Act reports filed with the SECCommission. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans available through the Certificate Administrator’s Website. (iii) Upon the The Master Servicer shall provide (in electronic media) to each Serviced Companion Loan Holder and, upon reasonable request of request, to any Certificateholder identified to the applicable Master Servicer to the applicable Master Servicer’s reasonable satisfaction, the applicable Master Servicer may provide (or forward electronically) satisfaction (at the expense of such Certificateholder) copies of any appraisals, operating statements, rent rolls (or, with respect to Co-op Mortgage Loans, maintenance schedules) and financial statements obtained by the applicable Master Servicer or delivered by the Special Servicer to the Master Servicer and, with respect to any Serviced Companion Loan Holder, any other information regarding the related Serviced Loan Combination provided by the Master Servicer or the applicable Special Servicer (if received by the Master Servicer) to any other party hereunder, at the same time such information is provided to any such party; provided that, in connection therewith, the applicable Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the applicable Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates or a Serviced Companion Loan Holder or a regulator or a governmental body and will keep such information confidential and is not a Borrower or an Affiliate of a Borrower. The Certificate Administrator shall have no obligation to provide the information or reports described in this Section 4.02(a) until it has received the requisite information or reports from the applicable Master Servicer provided for herein, and the Certificate Administrator shall not be in default hereunder due to a delay in providing such information and reports caused by the failure of the applicable Master Servicer or the applicable Special Servicer to timely deliver any information or reports hereunder. None of the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to it by a Borrower, each other or a third party, and accepted by it in good faith, that is included in any reports, statements, materials or information prepared or provided by the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, as applicable. None of the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer shall have any obligation to verify the accuracy or completeness of any information provided by a Borrower, a third party or each other. During any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of information regarding the Trust on the Certificate Administrator’s Website will be deemed to have agreed to keep confidential such information until such reports are filed with the Commission, and to the extent such information is presented on the Certificate Administrator’s Website, such website will bear a legend to the following effect: “No recipient shall use or disclose the information contained in this statement/report/file in any manner which could result in a violation of any provision of the Securities Act of 1933 or the Securities Exchange Act of 1934 or would require registration of any Non-Registered Certificates pursuant to Section 5 of the Securities Act of 1933.” The Certificate Administrator makes no representations or warranties as to the accuracy or completeness of any report, document or other information made available on the Certificate Administrator’s Website and assumes no responsibility therefor. In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator for which it is not the original source. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer (provided that such website provides thereon electronic means of fulfilling such registration and acceptance for purposes of obtaining access to the Certificate Administrator’s Website). The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (000) 000-0000 or such other number as the Certificate Administrator may hereinafter specify. The Certificate Administrator shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Distribution Date Statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). Notwithstanding the foregoing, unless specifically provided for herein, in no event shall any provision of this Agreement be construed to require the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection reports and other specific periodic reports otherwise required). If the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.

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)

Distribution Date Statements and Information. (i) Based on information provided to the Certificate Administrator by the applicable Master Servicer pursuant to Sections 3.12, 4.02(c) and 4.02(f), the Certificate Administrator shall prepare (or cause to be prepared) and, on each Distribution Date, provide or make available electronically (or, upon request by a Privileged Person who is a Certificateholder or Certificate Owner or by any Privileged Person who cannot receive a copy electronically, by first class mail) to each Privileged Person a statement substantially in the form of, and containing the information set forth in, Exhibit G-1 hereto and in any event containing the information set forth on Exhibit G-2 (the “Distribution Date Statement”), detailing the distributions on such Distribution Date and the performance, both in the aggregate and individually to the extent available, of the Mortgage Loans and the Mortgaged Properties; provided that the Certificate Administrator need not deliver to the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Underwriters, the Rating Agencies or the Subordinate Class Representative any Distribution Date Statement that has been made available to such Person via the Certificate Administrator’s Website as provided below; and provided, further, that the Certificate Administrator has no affirmative obligation to discover the identities of Certificate Owners and need only react to Persons claiming to be Certificate Owners in accordance with Section 5.06; and provided, further, that during any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of the Distribution Date Statement shall be deemed to have agreed to keep confidential the information therein until such Distribution Date Statement is filed with the Commission. If and for so long as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of any Exchange Act reports filed with the SEC shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of Certificates. (ii) On each Distribution Date, the Certificate Administrator shall make available to the general public (including any Privileged Persons) via the Certificate Administrator’s Website (x) the related Distribution Date Statement, (y) as a convenience to the general public (and not in furtherance of the distribution thereof under the securities laws), the prospectus supplement, the prospectus, and this Agreement, and (z) any Exchange Act reports filed with the SEC. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans available through the Certificate Administrator’s Website. (iii) Upon the reasonable request of any Certificateholder identified to the applicable Master Servicer to the applicable Master Servicer’s reasonable satisfaction, the applicable Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder) copies of any appraisals, operating statements, rent rolls (or, with respect to Co-op Mortgage Loans, maintenance schedules) and financial statements obtained by the applicable Master Servicer or the applicable Special Servicer; provided that, in connection therewith, the applicable Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the applicable Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates or a regulator or a governmental body and will keep such information confidential and is not a Borrower or an Affiliate of a Borrower. The Certificate Administrator shall have no obligation to provide the information or reports described in this Section 4.02(a) until it has received the requisite information or reports from the applicable Master Servicer provided for herein, and the Certificate Administrator shall not be in default hereunder due to a delay in providing such information and reports caused by the failure of the applicable Master Servicer or the applicable Special Servicer to timely deliver any information or reports hereunder. None of the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to it by a Borrower, each other or a third party, and accepted by it in good faith, that is included in any reports, statements, materials or information prepared or provided by the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, as applicable. None of the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer shall have any obligation to verify the accuracy or completeness of any information provided by a Borrower, a third party or each other. During any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of information regarding the Trust on the Certificate Administrator’s Website will be deemed to have agreed to keep confidential such information until such reports are filed with the Commission, and to the extent such information is presented on the Certificate Administrator’s Website, such website will bear a legend to the following effect: “No recipient shall use or disclose the information contained in this statement/report/file in any manner which could result in a violation of any provision of the Securities Act of 1933 or the Securities Exchange Act of 1934 or would require registration of any Non-Registered Certificates pursuant to Section 5 of the Securities Act of 1933.” The Certificate Administrator makes no representations or warranties as to the accuracy or completeness of any report, document or other information made available on the Certificate Administrator’s Website and assumes no responsibility therefor. In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator for which it is not the original source. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer (provided that such website provides thereon electronic means of fulfilling such registration and acceptance for purposes of obtaining access to the Certificate Administrator’s Website). The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (000) 000-0000 or such other number as the Certificate Administrator may hereinafter specify. The Certificate Administrator shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Distribution Date Statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). Notwithstanding the foregoing, unless specifically provided for herein, in no event shall any provision of this Agreement be construed to require the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection reports and other specific periodic reports otherwise required). If the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C25), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16)

Distribution Date Statements and Information. (i) Based on information provided to the Certificate Administrator by the applicable Master Servicer pursuant to Sections 3.12, 4.02(c) and 4.02(f), the Certificate Administrator shall prepare (or cause to be prepared) and, on each Distribution Date, provide or make available electronically (or, upon request by a Privileged Person who is a Certificateholder or Certificate Owner or by any Privileged Person who cannot receive a copy electronically, by first class mail) to each Privileged Person a statement substantially in the form of, and containing the information set forth in, Exhibit G-1 hereto and in any event containing the information set forth on Exhibit G-2 (the “Distribution Date Statement”), detailing the distributions on such Distribution Date and the performance, both in the aggregate and individually to the extent available, of the Mortgage Loans and the Mortgaged Properties; provided that the Certificate Administrator need not deliver to the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Underwriters, the Rating Agencies or the Subordinate Class Representative any Distribution Date Statement that has been made available to such Person via the Certificate Administrator’s Website as provided below; and provided, further, that the Certificate Administrator has no affirmative obligation to discover the identities of Certificate Owners and need only react to Persons claiming to be Certificate Owners in accordance with Section 5.06; and provided, further, that during any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of the Distribution Date Statement shall be deemed to have agreed to keep confidential the information therein until such Distribution Date Statement is filed with the Commission. If and for so long as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of any Exchange Act reports filed with the SEC shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of Certificates. (ii) On each Distribution Date, the Certificate Administrator shall make available to the general public (including any Privileged Persons) via the Certificate Administrator’s Website (x) the related Distribution Date Statement, (y) as a convenience to the general public (and not in furtherance of the distribution thereof under the securities laws), the prospectus supplement, the prospectus, and this Agreement, and (z) any Exchange Act reports filed with the SEC. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans available through the Certificate Administrator’s Website. (iii) Upon the reasonable request of any Certificateholder identified to the applicable Master Servicer to the applicable Master Servicer’s reasonable satisfaction, the applicable Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder) copies of any appraisals, operating statements, rent rolls (or, with respect to Co-op Mortgage Loans, maintenance schedules) and financial statements obtained by the applicable Master Servicer or the applicable Special Servicer; provided that, in connection therewith, the applicable Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the applicable Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates or a regulator or a governmental body and will keep such information confidential and is not a Borrower or an Affiliate of a Borrower. The Certificate Administrator shall have no obligation to provide the information or reports described in this Section 4.02(a) until it has received the requisite information or reports from the applicable Master Servicer provided for herein, and the Certificate Administrator shall not be in default hereunder due to a delay in providing such information and reports caused by the failure of the applicable Master Servicer or the applicable Special Servicer to timely deliver any information or reports hereunder. None of the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to it by a Borrower, each other or a third party, and accepted by it in good faith, that is included in any reports, statements, materials or information prepared or provided by the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, as applicable. None of the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer shall have any obligation to verify the accuracy or completeness of any information provided by a Borrower, a third party or each other. During any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of information regarding the Trust on the Certificate Administrator’s Website will be deemed to have agreed to keep confidential such information until such reports are filed with the Commission, and to the extent such information is presented on the Certificate Administrator’s Website, such website will bear a legend to the following effect: “No recipient shall use or disclose the information contained in this statement/report/file in any manner which could result in a violation of any provision of the Securities Act of 1933 or the Securities Exchange Act of 1934 or would require registration of any Non-Registered Certificates pursuant to Section 5 of the Securities Act of 1933.” The Certificate Administrator makes no representations or warranties as to the accuracy or completeness of any report, document or other information made available on the Certificate Administrator’s Website and assumes no responsibility therefor. In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator for which it is not the original source. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer (provided that such website provides thereon electronic means of fulfilling such registration and acceptance for purposes of obtaining access to the Certificate Administrator’s Website). The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (000) 000-0000 [__________] or such other number as the Certificate Administrator may hereinafter specify. The Certificate Administrator shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Distribution Date Statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). Notwithstanding the foregoing, unless specifically provided for herein, in no event shall any provision of this Agreement be construed to require the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection reports and other specific periodic reports otherwise required). If the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (RBS Commercial Funding Inc.)

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Distribution Date Statements and Information. (i) Based on information provided to the Certificate Administrator by the applicable Master Servicer pursuant to Sections 3.12, 4.02(c) and 4.02(f), the Certificate Administrator shall prepare (or cause to be prepared) and, on each Distribution Date, provide or make available electronically (or, upon request by a Privileged Person who is a Certificateholder or Certificate Owner or by any Privileged Person who cannot receive a copy electronically, by first class mail) to each Privileged Person a statement substantially in the form of, and containing the information set forth in, Exhibit G-1 hereto and in any event containing the information set forth on Exhibit G-2 (the “Distribution Date Statement”), detailing the distributions on such Distribution Date and the performance, both in the aggregate and individually to the extent available, of the Mortgage Loans and the Mortgaged Properties; provided that the Certificate Administrator need not deliver to the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Underwriters, the Rating Agencies or the Subordinate Class Representative any Distribution Date Statement that has been made available to such Person via the Certificate Administrator’s Website as provided below; and provided, further, that the Certificate Administrator has no affirmative obligation to discover the identities of Certificate Owners and need only react to Persons claiming to be Certificate Owners in accordance with Section 5.06; and provided, further, that during any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of the Distribution Date Statement shall be deemed to have agreed to keep confidential the information therein until such Distribution Date Statement is filed with the Commission. If and for so long as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of any Exchange Act reports filed with the SEC Commission shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of Certificates. (ii) On each Distribution Date, the Certificate Administrator shall make available to the general public (including any Privileged Persons) via the Certificate Administrator’s Website (x) the related Distribution Date Statement, (y) as a convenience to the general public (and not in furtherance of the distribution thereof under the securities laws), the prospectus supplement, the prospectus, and this Agreement, and (z) any Exchange Act reports filed with the SECCommission. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans available through the Certificate Administrator’s Website. (iii) Upon the The Master Servicer or Special Servicer, as applicable, shall provide (in electronic media) to each Serviced Pari Passu Companion Loan Holder and, upon reasonable request of request, to any Certificateholder identified to the applicable Master Servicer to the applicable Master Servicer’s reasonable satisfaction, the applicable Master Servicer may provide (or forward electronically) satisfaction (at the expense of such Certificateholder) copies of any appraisals, operating statements, rent rolls (or, with respect to Co-op Mortgage Loans, maintenance schedules) and financial statements obtained by the applicable Master Servicer or the applicable Special ServicerServicer and, with respect to any Serviced Pari Passu Companion Loan Holder, any other information regarding the related Serviced Loan Combination provided by the Master Servicer or the Special Servicer to any other party hereunder, at the same time such information is provided to any such party; provided that, in connection therewith, the applicable Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the applicable Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates or a Serviced Pari Passu Companion Loan Holder or a regulator or a governmental body and will keep such information confidential and is not a Borrower or an Affiliate of a Borrower. The Certificate Administrator shall have no obligation to provide the information or reports described in this Section 4.02(a) until it has received the requisite information or reports from the applicable Master Servicer provided for herein, and the Certificate Administrator shall not be in default hereunder due to a delay in providing such information and reports caused by the failure of the applicable Master Servicer or the applicable Special Servicer to timely deliver any information or reports hereunder. None of the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to it by a Borrower, each other or a third party, and accepted by it in good faith, that is included in any reports, statements, materials or information prepared or provided by the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, as applicable. None of the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer shall have any obligation to verify the accuracy or completeness of any information provided by a Borrower, a third party or each other. During any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of information regarding the Trust on the Certificate Administrator’s Website will be deemed to have agreed to keep confidential such information until such reports are filed with the Commission, and to the extent such information is presented on the Certificate Administrator’s Website, such website will bear a legend to the following effect: “No recipient shall use or disclose the information contained in this statement/report/file in any manner which could result in a violation of any provision of the Securities Act of 1933 or the Securities Exchange Act of 1934 or would require registration of any Non-Registered Certificates pursuant to Section 5 of the Securities Act of 1933.” The Certificate Administrator makes no representations or warranties as to the accuracy or completeness of any report, document or other information made available on the Certificate Administrator’s Website and assumes no responsibility therefor. In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator for which it is not the original source. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer (provided that such website provides thereon electronic means of fulfilling such registration and acceptance for purposes of obtaining access to the Certificate Administrator’s Website). The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (000) 000-0000 or such other number as the Certificate Administrator may hereinafter specify. The Certificate Administrator shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Distribution Date Statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). Notwithstanding the foregoing, unless specifically provided for herein, in no event shall any provision of this Agreement be construed to require the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection reports and other specific periodic reports otherwise required). If the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs1), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27)

Distribution Date Statements and Information. (i) Based on information provided to the Certificate Administrator by the applicable Master Servicer pursuant to Sections 3.12, 4.02(c) and 4.02(f), the Certificate Administrator shall prepare (or cause to be prepared) and, on each Distribution Date, provide or make available electronically (or, upon request by a Privileged Person who is a Certificateholder or Certificate Owner or by any Privileged Person who cannot receive a copy electronically, by first class mail) to each Privileged Person a statement substantially in the form of, and containing the information set forth in, Exhibit G-1 hereto and in any event containing the information set forth on Exhibit G-2 (the “Distribution Date Statement”), detailing the distributions on such Distribution Date and the performance, both in the aggregate and individually to the extent available, of the Mortgage Loans Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties; provided that the Certificate Administrator need not deliver to the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Underwriters, the Rating Agencies or the Subordinate Class Representative any Distribution Date Statement that has been made available to such Person via the Certificate Administrator’s Website as provided below; and provided, further, that the Certificate Administrator has no affirmative obligation to discover the identities of Certificate Owners and need only react to Persons claiming to be Certificate Owners in accordance with Section 5.06; and provided, further, that during any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of the Distribution Date Statement shall be deemed to have agreed to keep confidential the information therein until such Distribution Date Statement is filed with the Commission. If and for so long as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of any Exchange Act reports filed with the SEC Commission shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of Certificates. (ii) On each Distribution Date, the Certificate Administrator shall make available to the general public (including any Privileged Persons) via the Certificate Administrator’s Website (x) the related Distribution Date Statement, (y) as a convenience to the general public (and not in furtherance of the distribution thereof under the securities laws), the prospectus supplement, the prospectus, and this Agreement, and (z) any Exchange Act reports filed with the SEC. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans available through the Certificate Administrator’s Website. (iii) Upon the The Master Servicer or Special Servicer, as applicable, shall provide (in electronic media) to each Serviced Pari Passu Companion Loan Holder and, upon reasonable request of request, to any Certificateholder identified to the applicable Master Servicer to the applicable Master Servicer’s reasonable satisfaction, the applicable Master Servicer may provide (or forward electronically) satisfaction (at the expense of such Certificateholder) copies of any appraisals, operating statements, rent rolls (or, with respect to Co-op Mortgage Loans, maintenance schedules) and financial statements obtained by the applicable Master Servicer or the applicable Special ServicerServicer and, with respect to any Serviced Pari Passu Companion Loan Holder, any other information regarding the related Serviced Loan Combination provided by the Master Servicer or the Special Servicer to any other party hereunder, at the same time such information is provided to any such party; provided that, in connection therewith, the applicable Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the applicable Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates or a Serviced Pari Passu Companion Loan Holder or a regulator or a governmental body and will keep such information confidential and is not a Borrower or an Affiliate of a Borrower. The Certificate Administrator shall have no obligation to provide the information or reports described in this Section 4.02(a) until it has received the requisite information or reports from the applicable Master Servicer provided for herein, and the Certificate Administrator shall not be in default hereunder due to a delay in providing such information and reports caused by the failure of the applicable Master Servicer or the applicable Special Servicer to timely deliver any information or reports hereunder. None of the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to it by a Borrower, each other or a third party, and accepted by it in good faith, that is included in any reports, statements, materials or information prepared or provided by the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, as applicable. None of the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer shall have any obligation to verify the accuracy or completeness of any information provided by a Borrower, a third party or each other. During any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of information regarding the Trust on the Certificate Administrator’s Website will be deemed to have agreed to keep confidential such information until such reports are filed with the Commission, and to the extent such information is presented on the Certificate Administrator’s Website, such website will bear a legend to the following effect: “No recipient shall use or disclose the information contained in this statement/report/file in any manner which could result in a violation of any provision of the Securities Act of 1933 or the Securities Exchange Act of 1934 or would require registration of any Non-Registered Certificates pursuant to Section 5 of the Securities Act of 1933.” The Certificate Administrator makes no representations or warranties as to the accuracy or completeness of any report, document or other information made available on the Certificate Administrator’s Website and assumes no responsibility therefor. In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator for which it is not the original source. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer (provided that such website provides thereon electronic means of fulfilling such registration and acceptance for purposes of obtaining access to the Certificate Administrator’s Website). The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at (000) 000-0000 or such other number as the Certificate Administrator may hereinafter specify. The Certificate Administrator shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Distribution Date Statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). Notwithstanding the foregoing, unless specifically provided for herein, in no event shall any provision of this Agreement be construed to require the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection reports and other specific periodic reports otherwise required). If the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.

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)

Distribution Date Statements and Information. (i) Based on information provided to the Certificate Administrator by the applicable Master Servicer pursuant to Sections 3.12, 4.02(c) and 4.02(f), the Certificate Administrator shall prepare (or cause to be prepared) and, on each Distribution Date, provide or make available electronically (or, upon request by a Privileged Person who is a Certificateholder or Certificate Owner or by any Privileged Person who cannot receive a copy electronically, by first class mail) to each Privileged Person a statement substantially in the form of, and containing the information set forth in, Exhibit G-1 hereto and in any event containing the information set forth on Exhibit G-2 (the “Distribution Date Statement”), detailing the distributions on such Distribution Date and the performance, both in the aggregate and individually to the extent available, of the Mortgage Loans and the Mortgaged Properties; provided that the Certificate Administrator need not deliver to the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Underwriters, the Rating Agencies or the Subordinate Class Representative any Distribution Date Statement that has been made available to such Person via the Certificate Administrator’s Website as provided below; and provided, further, that the Certificate Administrator has no affirmative obligation to discover the identities of Certificate Owners and need only react to Persons claiming to be Certificate Owners in accordance with Section 5.06; and provided, further, that during any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of the Distribution Date Statement shall be deemed to have agreed to keep confidential the information therein until such Distribution Date Statement is filed with the Commission. If and for so long as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of any Exchange Act reports filed with the SEC shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of Certificates. (ii) On each Distribution Date, the Certificate Administrator shall provide or make available electronically (or, upon request by a Privileged Person who is a Certificateholder or Certificate Owner or by any Privileged Person who cannot receive a copy electronically, by first class mail) to each Privileged Person each file and report comprising the CREFC Investor Reporting Package (other than the CREFC Special Servicer Loan File), to the general public (including any Privileged Persons) via extent received by the Certificate Administrator’s Website (x) Administrator since the related prior Distribution Date Statement(or, (y) as a convenience to in the general public (and not in furtherance case of the distribution thereof under initial Distribution Date, since the securities lawsClosing Date), the prospectus supplement, the prospectus, and this Agreement, and (z) ; provided that during any Exchange Act period that reports are required to be filed with the SEC. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans available through the Certificate Administrator’s Website. (iii) Upon the reasonable request of any Certificateholder identified to the applicable Master Servicer to the applicable Master Servicer’s reasonable satisfaction, the applicable Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder) copies of any appraisals, operating statements, rent rolls (or, Commission with respect to Co-op Mortgage Loansthe Trust pursuant to Section 15(d) of the Exchange Act, maintenance schedules) each recipient of such files and financial statements obtained by reports shall be deemed to have agreed to keep confidential the applicable Master Servicer information in any such file or report until such particular file or report is filed with the applicable Special Servicer; provided that, in connection therewith, the applicable Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the applicable Master Servicer, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry Certificates or a regulator or a governmental body and will keep such information confidential and is not a Borrower or an Affiliate of a BorrowerCommission. The Certificate Administrator shall have no obligation to provide the information or reports described in this Section 4.02(a) until it has received the requisite information or reports from the applicable Master Servicer provided for herein, and the Certificate Administrator shall not be in default hereunder due to a delay in providing such information and reports caused by the failure of the applicable Master Servicer or the applicable Special Servicer to timely deliver any information or reports hereunder. None of the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to it by a Borrower, each other or a third party, and accepted by it in good faith, that is included in any reports, statements, materials or information prepared or provided by the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator, as applicable. None of the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer shall have any obligation to verify the accuracy or completeness of any information provided by a Borrower, a third party or each other. The Certificate Administrator shall make available to the general public each month the related Distribution Date Statement via the Certificate Administrator’s Website. In addition, the Certificate Administrator shall make available each month, via the Certificate Administrator’s Website on a restricted basis solely to Privileged Persons, (i) the Unrestricted Servicer Reports, (ii) the CREFC Bond Level File and the CREFC Collateral Summary File, and (iii) as a convenience to interested persons (and not in furtherance of the distribution thereof under the securities laws), the Prospectus, this Agreement and each of the Mortgage Loan Purchase Agreements (including, in each case, all schedules and exhibits thereto). Upon notification by the Depositor that the Underwriters have sold the Non-Registered Certificates to unaffiliated third parties, the Certificate Administrator shall remove the restriction provided for in the preceding sentence and shall make such reports and documents available to any interested person. The Certificate Administrator shall also make available each month, on a restricted basis to any Privileged Person via the Certificate Administrator’s Website, (i) the Restricted Servicer Reports, and (ii) any other report at the direction of the Depositor. During any period that reports are required to be filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Exchange Act, each recipient of information regarding the Trust on the Certificate Administrator’s Website will be deemed to have agreed to keep confidential such information until such reports are filed with the Commission, and to the extent such information is presented on the Certificate Administrator’s Website, such website will bear a legend to the following effect: “No recipient shall use or disclose the information contained in this statement/report/file in any manner which could result in a violation of any provision of the Securities Act of 1933 or the Securities Exchange Act of 1934 or would require registration of any Non-Registered Certificates pursuant to Section 5 of the Securities Act of 1933.” The Certificate Administrator makes no representations or warranties as to the accuracy or completeness of any report, document or other information made available on the Certificate Administrator’s Website and assumes no responsibility therefor. In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator for which it is not the original source. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer (provided that such website provides thereon electronic means of fulfilling such registration and acceptance for purposes of obtaining access to the Certificate Administrator’s WebsiteUnrestricted Servicer Reports). The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at [(000) 000-0000 0000] or such other number as the Certificate Administrator may hereinafter specify. The Certificate Administrator shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Distribution Date Statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). Notwithstanding the foregoing, unless specifically provided for herein, in no event shall any provision of this Agreement be construed to require the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection reports and other specific periodic reports otherwise required). If the applicable Master Servicer, the applicable Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc)

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