Common use of Filing Obligations Clause in Contracts

Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other Depositor) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) [Reserved]. (c) [Reserved].

Appears in 6 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)

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Filing Obligations. (a) The Master ServicerServicers, the Special ServicerServicers, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) It is hereby acknowledged that each of the Mortgaged Property related to the Garden State Plaza Mortgage Loan, the Mortgaged Property related to The Outlet Collection | Jersey Gardens Mortgage Loan and the Mortgaged Property related to the AmericasMart Mortgage Loan is a Significant Obligor and, accordingly, Item 6 of Form 10-D and paragraph 2(b) of General Instruction J to Form 10-K provide for the inclusion of updated net operating income for each such Mortgaged Property, as required by Item 1112(b)(1) of Regulation AB, on each Form 10-D to be filed by the Trust with respect to a Distribution Date immediately following the date in which each financial statement or other financial information (to the extent such financial information relates to updated net operating income) of the applicable Significant Obligor is required to be delivered to the lender under the related Mortgage Loan Documents (which, for the avoidance of doubt, is (i) in the case of the Garden State Plaza Mortgage Loan, 60 calendar days following the end of the first, second and third calendar quarters or 130 calendar days following the end of each fiscal year, as applicable, as set forth in Sections 6.3.2 and 6.3.3 of the related loan agreement, (ii) in the case of the AmericasMart Mortgage Loan, 30 calendar days following the end of the first, second and third calendar quarters or 75 calendar days following the end of each fiscal year, as applicable, as set forth in Section 11.1(c) of the related loan agreement, and (iii) in the case of The Outlet Collection | Jersey Gardens Mortgage Loan, 30 calendar days following the end of the first, second and third calendar quarters or 90 calendar days following the end of each fiscal year, as applicable, as set forth in Sections 4.12(a)(ii) and (iii) of the related loan agreement), or on each Form 10-K filed by the Trust, as applicable. After receipt of the updated net operating income information, the General Master Servicer shall update the following columns of its CREFC Loan Periodic Update File for (i) the next applicable Distribution Date if the General 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 (ii) the second succeeding Distribution Date if the General Master Servicer does not receive such updated net operating income information prior to the date set forth in clause (i): BB, BP, BT and BU (corresponding fields 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 column references and field numbers may change from time to time. The applicable 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) to obtain the periodic financial statements required to be delivered by each related Borrower under the related Mortgage Loan Documents; provided that such efforts with respect to any Non-Trust-Serviced Pooled Mortgage Loan shall consist solely of requesting such financial statements from the applicable Non-Trust Master Servicer if the General Master Servicer does not receive such financial statements within ten Business Days after the date such financial statements are required to be delivered under the related Mortgage Loan Documents. If the General Master Servicer does not receive financial information of any Significant Obligor satisfactory to comply with this Agreement and the Mortgage Loan Documents which information is gathered to allow the Trustee/Certificate Administrator to comply with Item 6 of Form 10-D or paragraph 2(b) of General Instruction J to Form 10-K, as the case may be, within ten Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the General Master Servicer shall notify the Depositor (and the General Master Servicer shall use commercially reasonable efforts to cause a Sub-Servicer to notify the Depositor and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify the Depositor) that it has not received them. The General Master Servicer shall (and shall cause each related Sub-Servicing Agreement to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to the Garden State Plaza Mortgage Loan (other than during the period the Garden State Plaza Mortgage Loan is a Non-Trust-Serviced Pooled Mortgage Loan), The Outlet Collection | Jersey Gardens Mortgage Loan or the AmericasMart Mortgage Loan 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 by the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Certificate Administrator and the Depositor. This Officer’s Certificate should be addressed to the Certificate Administrator as follows: Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: SEC Reporting Group, or e-mailed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. If the Certificate Administrator has not received financial information satisfactory to comply with Item 6 of Form 10-D or paragraph 2(b) of General Instruction J to Form 10-K, as the case may be, for any such Significant Obligor, it shall include the following statement with respect to Item 6 on the related Form 10-D or paragraph 2(b) of General Instruction J on the related Form 10-K: “The information required for [Reservedthis Item 6] [paragraph 2(b) of General Instruction J] 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] [paragraph 2(b) of General Instruction J], 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 directed by the Depositor. (c) [Reserved].

Appears in 5 contracts

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

Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other Depositor) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) [Reserved.]. (c) [Reserved.].

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)

Filing Obligations. (a) The Master ServicerServicers, the Special ServicerServicers, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other Depositor) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) [Reserved]. (c) [Reserved].

Appears in 4 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)

Filing Obligations. (a) The Master ServicerServicers, the Special ServicerServicers, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other Depositor) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) It is hereby acknowledged that the Mortgaged Property related to the Bank of America Plaza Mortgage Loan is a Significant Obligor and, accordingly, Item 6 of Form 10-D and paragraph 2(b) of General Instruction J to Form 10-K provide for the inclusion of updated net operating income for such Mortgaged Property, as required by Item 1112(b)(1) of Regulation AB, on each Form 10-D to be filed by the Trust with respect to a Distribution Date immediately following the date in which each financial statement or other financial information (to the extent such financial information relates to updated net operating income) of the Significant Obligor is required to be delivered to the lender under the related Mortgage Loan Documents (which, for the avoidance of doubt, is 60 calendar days following the end of the first, second and third calendar quarters or 75 calendar days following the end of each fiscal year, as applicable, as set forth in Section 4.12(a) of the related loan agreement, or on each Form 10-K filed by the Trust, as applicable. After receipt of the updated net operating income information, the General Master Servicer shall update the following columns of its CREFC Loan Periodic Update File for (i) the next applicable Distribution Date if the General 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 (ii) the second succeeding Distribution Date if the General Master Servicer does not receive such updated net operating income information prior to the date set forth in clause (i): BB, BP, BT and BU (corresponding fields 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 column references and field numbers may change from time to time. The applicable 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) to obtain the periodic financial statements required to be delivered by each related Borrower under the related Mortgage Loan Documents; provided that such efforts with respect to any Non-Trust-Serviced Pooled Mortgage Loan shall consist solely of requesting such financial statements from the applicable Non-Trust Master Servicer if the General Master Servicer does not receive such financial statements within ten Business Days after the date such financial statements are required to be delivered under the related Mortgage Loan Documents. If the General Master Servicer does not receive financial information of any Significant Obligor satisfactory to comply with this Agreement and the Mortgage Loan Documents which information is gathered to allow the Trustee/Certificate Administrator to comply with Item 6 of Form 10-D or paragraph 2(b) of General Instruction J to Form 10-K, as the case may be, within ten Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the General Master Servicer shall notify the Depositor (and the General Master Servicer shall use commercially reasonable efforts to cause a Sub-Servicer to notify the Depositor and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify the Depositor) that it has not received them. If the Certificate Administrator has not received financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) 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)(1) on the related Form 10-K: “The information required for this [ReservedItem 6] [Item 1112(b)(1)] 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)(1)], 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 directed by the Depositor. (c) [Reserved]With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the Other Depositor has notified the applicable Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Pari Passu Companion Loan, the applicable Master Servicer shall, after receipt of updated net operating income information, (x) upon request, deliver or make available the financial statements of such “significant obligor” to the Other Master Servicer of such Other Securitization and (y) update the columns of the CREFC Loan Periodic Update File related to such “significant obligor” as described in the last sentence of the first paragraph of subsection (b) and forward such updates to the Other Master Servicer. If the applicable Master Servicer does not receive such financial information of any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the preceding paragraph) within ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the applicable Master Servicer shall notify the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received them. The applicable Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements required to be delivered by the related Borrower under the related Mortgage Loan Documents. The applicable Master Servicer shall (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) 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 by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.

Appears in 3 contracts

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

Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the Trustee (but only if it is a Servicing Function Participant during the applicable calendar year) shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) [Reserved]. (c) [Reserved].

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.)

Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the Trustee (but only if it is a Servicing Function Participant during the applicable calendar year) shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) It is hereby acknowledged that the Mortgaged Property related to the Woodbridge Center Mortgage Loan is a Significant Obligor and, accordingly, Item 6 of Form 10-D and paragraph 2(b) of General Instruction J to Form 10-K provide for the inclusion of updated net operating income for such Mortgaged Property, as required by Item 1112(b)(1) of Regulation AB, on each Form 10-D to be filed by the Trust with respect to a Distribution Date immediately following the date in which each financial statement or other financial information (to the extent such financial information relates to updated net operating income) of the Significant Obligor is required to be delivered to the lender under the related Mortgage Loan Documents (which, for the avoidance of doubt, is 45 calendar days following the end of the first, second and third calendar quarters or 120 calendar days following the end of each fiscal year, as applicable, as set forth in Sections 6.3.2 and 6.3.3 of the related loan agreement), or on each Form 10-K filed by the Trust, as applicable. After receipt of the updated net operating income information, the Master Servicer shall update the following columns of its CREFC Loan Periodic Update File for (i) the next applicable 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 (ii) 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 (i): BB, BP, BT and BU (corresponding fields 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 column references and field numbers may change from time to time. 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) to obtain the periodic financial statements or updated information for the CREFC Loan Periodic Update File described in the last sentence of the immediately preceding paragraph required to be delivered by the related Borrower under the related Mortgage Loan Documents; provided that such efforts with respect to any Non-Trust-Serviced Pooled Mortgage Loan shall consist solely of requesting such financial statements or updated information for the CREFC Loan Periodic Update File described in the last sentence of the immediately preceding paragraph from the applicable Non-Trust Master Servicer if the Master Servicer does not receive such financial statements or updated information for the CREFC Loan Periodic Update File described in the last sentence of the immediately preceding paragraph within ten Business Days after the date such financial statements are required to be delivered under the related Mortgage Loan Documents. If the Master Servicer does not receive financial information of any Significant Obligor satisfactory to comply with this Agreement and the Mortgage Loan Documents which information is gathered to allow the Trustee/Certificate Administrator to comply with Item 6 of Form 10-D or paragraph 2(b) of General Instruction J to Form 10-K, as the case may be, within ten Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Depositor (and the Master Servicer shall use commercially reasonable efforts to cause a Sub-Servicer to notify the Depositor and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify the Depositor) that it has not received them. If the Certificate Administrator has not received financial information satisfactory to comply with Item 6 of Form 10-D or paragraph 2(b) of General Instruction J to Form 10-K, as the case may be, for any such Significant Obligor, it shall include the following statement with respect to Item 6 on the related Form 10-D or paragraph 2(b) of General Instruction J on the related Form 10-K: “The information required for [Reservedthis Item 6] [paragraph 2(b) of General Instruction J] 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] [paragraph 2(b) of General Instruction J], 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 directed by the Depositor. With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the Other Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Pari Passu Companion Loan, the Master Servicer shall, after receipt of updated net operating income information, (x) upon request, deliver or make available the financial statements of such “significant obligor” to the Other Master Servicer of such Other Securitization and (y) update the columns of the CREFC Loan Periodic Update File related to such “significant obligor” as described in the last sentence of the first paragraph of this clause (b) and forward such updates to the Other Master Servicer. If the Master Servicer does not receive such financial information of any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the preceding paragraph) within ten Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements required to be delivered by the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the borrower related to any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) 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 by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement. (c) [Reserved].

Appears in 2 contracts

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

Filing Obligations. (a) The Master ServicerServicers, the Special ServicerServicers, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) [Reserved]. (c) [Reserved].

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16)

Filing Obligations. (a) The Master ServicerServicers, the Special ServicerServicers, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) [Reserved]. (c) [Reserved].

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C13), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C13)

Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other Depositor) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) It is hereby acknowledged that the Mortgaged Properties related to the St. Xxxxx Town Center Mortgage Loan and Colorado Xxxxx Mortgage Loan are each a Significant Obligor and, accordingly, Item 6 of Form 10-D and paragraph 2(b) of General Instruction J to Form 10-K provide for the inclusion of updated net operating income for such Mortgaged Properties, as required by Item 1112(b)(1) of Regulation AB, (i) on the related Form 10-D to be filed by the Trust (on a quarterly basis) on or before the related Significant Obligor NOI Quarterly Filing Deadline or (ii) on each Form 10-K filed by the Trust, as applicable. The parties hereto acknowledge that the date on which financial statements are required to be delivered to the related lender under the St. Xxxxx Town Center Mortgage Loan or Colorado Xxxxx Mortgage Loan is 60 days following the end of each fiscal quarter or 120 days following the end of each fiscal year, as applicable, as set forth in Section 5.11(a) of the related loan agreement. With respect to each Significant Obligor, to the extent that the Master Servicer or the Special Servicer, as applicable, is in receipt of the updated financial statements of the Significant Obligor for any calendar quarter (other than the fourth calendar quarter of any calendar year), beginning for the calendar quarter ending March 31, 2015, or the updated financial statements of the Significant Obligor for any calendar year, beginning for the calendar year ending December 31, 2014, as applicable, the Master Servicer or the Special Servicer, as applicable, shall deliver to the Certificate Administrator, on or prior to the day that occurs two Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs 12 or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or 17 or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the Significant Obligor, together with the net operating income of such Significant Obligor for the applicable period as calculated by the Master Servicer or the Special Servicer, as applicable, in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs less than 12 Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than 17 Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the Significant Obligor, together with the net operating income of such Significant Obligor for the applicable period as reported by the related Borrower in such financial statements. 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) to obtain the periodic financial statements required to be delivered by each related Borrower under the related Mortgage Loan Documents; provided that such efforts with respect to any Non-Trust-Serviced Pooled Mortgage Loan shall consist solely of requesting such financial statements from the applicable Non-Trust Master Servicer if the Master Servicer does not receive such financial statements within ten Business Days after the date such financial statements are required to be delivered under the related Mortgage Loan Documents. If the Master Servicer does not receive financial information of any Significant Obligor satisfactory to comply with this Agreement and the Mortgage Loan Documents which information is gathered to allow the Trustee/Certificate Administrator to comply with Item 6 of Form 10-D or paragraph 2(b) of General Instruction J to Form 10-K, as the case may be, within ten Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Depositor (and the Master Servicer shall use commercially reasonable efforts to cause a Sub-Servicer to notify the Depositor and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify the Depositor) that it has not received them. If the Certificate Administrator has not received financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) 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)(1) on the related Form 10-K: “The information required for this [ReservedItem 6] [Item 1112(b)(1)] 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)(1)], 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 directed by the Depositor. (c) [Reserved]With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the Other Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Pari Passu Companion Loan, the Master Servicer shall, after receipt of updated net operating income information, (x) upon request, deliver or make available the financial statements of such “significant obligor” to the Other Master Servicer of such Other Securitization and (y) update the columns of the CREFC Loan Periodic Update File related to such “significant obligor” as described in the last sentence of the first paragraph of subsection (b) and forward such updates to the Other Master Servicer. If the Master Servicer does not receive such financial information of any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the preceding paragraph) within ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements required to be delivered by the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) 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 by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.

Appears in 2 contracts

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

Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) [Reserved.]. (c) [Reserved.] (d) With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the Other Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Pari Passu Companion Loan, the Master Servicer shall, after receipt of updated net operating income information, (x) upon request, deliver or make available the financial statements of such “significant obligor” to the Other Master Servicer of such Other Securitization and (y) update the columns of the CREFC® Loan Periodic Update File related to such “significant obligor” as described in the last sentence of the first paragraph of this subsection (b) and forward such updates to the Other Master Servicer. If the Master Servicer does not receive such financial information of any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the preceding paragraph) within ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements required to be delivered by the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) 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 by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.

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)

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Filing Obligations. (a) The Master ServicerServicers, the Special ServicerServicers, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) [Reserved]It is hereby acknowledged that the Mortgaged Property related to the Woodbridge Center Mortgage Loan is a Significant Obligor and, accordingly, Item 6 of Form 10-D and paragraph 2(b) of General Instruction J to Form 10-K provide for the inclusion of updated net operating income for such Mortgaged Property, as required by Item 1112(b)(1) of Regulation AB, on each Form 10-D to be filed by the Trust with respect to a Distribution Date immediately following the date in which each financial statement or other financial information (to the extent such financial information relates to updated net operating income) of the Significant Obligor is required to be delivered to the lender under the related Mortgage Loan Documents (which, for the avoidance of doubt, is 45 calendar days following the end of the first, second and third calendar quarters or 120 calendar days following the end of each fiscal year, as applicable, as set forth in Sections 6.3.3 and 6.3.2, respectively, of the related loan agreement, or on each Form 10-K filed by the Trust, as applicable. After receipt of the updated net operating income information, the General Master Servicer shall update the following columns of its CREFC Loan Periodic Update File for (i) the next applicable Distribution Date if the General 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 (ii) the second succeeding Distribution Date if the General Master Servicer does not receive such updated net operating income information prior to the date set forth in clause (i): BB, BP, BT and BU (corresponding fields 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 column references and field numbers may change from time to time. (c) [Reserved]With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the Other Depositor has notified the applicable Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Pari Passu Companion Loan, the applicable Master Servicer shall, after receipt of updated net operating income information, (x) upon request, deliver or make available the financial statements of such “significant obligor” to the Other Master Servicer of such Other Securitization and (y) update the columns of the CREFC Loan Periodic Update File related to such “significant obligor” as described in the last sentence of the first paragraph of this clause (b) and forward such updates to the Other Master Servicer. If the applicable Master Servicer does not receive such financial information of any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the preceding paragraph) within ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the applicable Master Servicer shall notify the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received them. The applicable Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements required to be delivered by the related Borrower under the related Mortgage Loan Documents. The applicable Master Servicer shall (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the borrower related to any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) 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 by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C20)

Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other Depositor) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable)Act. Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) It is hereby acknowledged that the Mortgaged Property related to The Domain Mortgage Loan is a Significant Obligor, and, accordingly, Item 6 of Form 10-D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating income for the Mortgaged Property, as required by Item 1112(b)(1) of Regulation AB, on each Form 10-D to be filed by the Trust with respect to a Distribution Date immediately following the date in which each financial statement or other financial information (to the extent such financial information relates to updated net operating income) of the Significant Obligor is required to be delivered to the lender under the related Mortgage Loan Documents (which, for the avoidance of doubt, is 45 calendar days following the end of the first, second and third calendar quarters or 75 calendar days following the end of each fiscal year, as applicable, as set forth in Section 5.11(g) of the related loan agreement), or on each Form 10-K filed by the Trust, as applicable. After receipt of the updated net operating income information, the Master Servicer shall update the following columns of the CREFC Loan Periodic Update File for (i) the next applicable 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 (ii) 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 (i): BB, BP, BT and BU (corresponding fields 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 column references and field numbers may change from time to time. In the event that the Master Servicer does not receive financial information of the Significant Obligor with respect to The Domain Mortgage Loan satisfactory to comply with this Agreement and the Mortgage Loan Documents which information is gathered to allow the Trustee/Certificate Administrator to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, within ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Depositor (or the Master Servicer shall use commercially reasonable efforts to cause a Sub-Servicer to notify the Depositor) that it has not received them. 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) to obtain the periodic financial statements and other reports (to the extent such other reports relate to updated net operating income) required to be delivered by the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (or shall use commercially reasonable efforts to cause a Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to The Domain Mortgage Loan to obtain the required Significant Obligor financial information set forth above 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 by the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Certificate Administrator and the Depositor. This Officer’s Certificate should be addressed to the Certificate Administrator as follows: Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: SEC Reporting Group, or e-mailed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. If the Certificate Administrator has not received from the Master Servicer financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) 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)(1) on the related Form 10-K: “The information required for this [ReservedItem 6] [Item 1112(b)(1)] 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)(1)], 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 directed by the Depositor. (c) [Reserved].

Appears in 2 contracts

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

Filing Obligations. (a) The Master ServicerServicers, the Special ServicerServicers, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) It is hereby acknowledged that each of the Mortgaged Property related to the Garden State Plaza Mortgage Loan, the Mortgaged Property related to The Outlet Collection | Jersey Gardens Mortgage Loan and the Mortgaged Property related to the AmericasMart Mortgage Loan is a Significant Obligor and, accordingly, Item 6 of Form 10-D and paragraph 2(b) of General Instruction J to Form 10-K provide for the inclusion of updated net operating income for each such Mortgaged Property, as required by Item 1112(b)(1) of Regulation AB, on each Form 10-D to be filed by the Trust with respect to a Distribution Date immediately following the date in which each financial statement or other financial information (to the extent such financial information relates to updated net operating income) of the applicable Significant Obligor is required to be delivered to the lender under the related Mortgage Loan Documents (which, for the avoidance of doubt, is (i) in the case of the Garden State Plaza Mortgage Loan, 60 calendar days following the end of the first, second and third calendar quarters or 130 calendar days following the end of each fiscal year, as applicable, as set forth in Sections 6.3.2 and 6.3.3 of the related loan agreement, (ii) in the case of the AmericasMart Mortgage Loan, 30 calendar days following the end of the first, second and third calendar quarters or 75 calendar days following the end of each fiscal year, as applicable, as set forth in Section 11.1(c) of the related loan agreement, and (iii) in the case of The Outlet Collection | Jersey Gardens Mortgage Loan, 30 calendar days following the end of the first, second and third calendar quarters or 90 calendar days following the end of each fiscal year, as applicable, as set forth in Sections 4.12(a)(ii) and (iii) of the related loan agreement), or on each Form 10-K filed by the Trust, as applicable. After receipt of the updated net operating income information, the General Master Servicer shall update the following columns of its CREFC Loan Periodic Update File for (i) the next applicable Distribution Date if the General 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 (ii) the second succeeding Distribution Date if the General Master Servicer does not receive such updated net operating income information prior to the date set forth in clause (i): BB, BP, BT and BU (corresponding fields 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 column references and field numbers may change from time to time. The applicable 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) to obtain the periodic financial statements required to be delivered by each related Borrower under the related Mortgage Loan Documents; provided that such efforts with respect to any Non-Trust-Serviced Pooled Mortgage Loan shall consist solely of requesting such financial statements from the applicable Non-Trust Master Servicer if the General Master Servicer does not receive such financial statements within ten Business Days after the date such financial statements are required to be delivered under the related Mortgage Loan Documents. If the General Master Servicer does not receive financial information of any Significant Obligor satisfactory to comply with this Agreement and the Mortgage Loan Documents which information is gathered to allow the Trustee/Certificate Administrator to comply with Item 6 of Form 10-D or paragraph 2(b) of General Instruction J to Form 10-K, as the case may be, within ten Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the General Master Servicer shall notify the Depositor (and the General Master Servicer shall use commercially reasonable efforts to cause a Sub-Servicer to notify the Depositor and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify the Depositor) that it has not received them. The General Master Servicer shall (and shall cause each related Sub-Servicing Agreement to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to the Garden State Plaza Mortgage Loan (other than during the period the Garden State Plaza Mortgage Loan is a Non-Trust-Serviced Pooled Mortgage Loan), The Outlet Collection | Jersey Gardens Mortgage Loan or the AmericasMart Mortgage Loan 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 by the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Certificate Administrator and the Depositor. This Officer’s Certificate should be addressed to the Certificate Administrator as follows: Wxxxx Fargo Bank, N.A., 9000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: SEC Reporting Group, or e-mailed to cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. If the Certificate Administrator has not received financial information satisfactory to comply with Item 6 of Form 10-D or paragraph 2(b) of General Instruction J to Form 10-K, as the case may be, for any such Significant Obligor, it shall include the following statement with respect to Item 6 on the related Form 10-D or paragraph 2(b) of General Instruction J on the related Form 10-K: “The information required for [Reservedthis Item 6] [paragraph 2(b) of General Instruction J] 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] [paragraph 2(b) of General Instruction J], 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 directed by the Depositor. (c) [Reserved].

Appears in 1 contract

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C18)

Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) [Reserved]. (c) [Reserved].

Appears in 1 contract

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C17)

Filing Obligations. (a) The Master Servicer, the Special Securities Administrator, the Trustee and each Custodian shall reasonably cooperate with the Depositor in connection with the satisfaction of the Depositor's reporting requirements under the Exchange Act with respect to the Trust Fund. In addition to the information specified below, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Certificate Securities Administrator, the Trust Advisor Trustee and each Custodian shall (and the Master Servicer shall cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. Each of the Master Servicer (and the Mastxx Xxrvicer shall cause any Servicer to notify promptly, to the extent required by the related Servicing Agreement), the Securities Administrator, each Custodian and the Trustee shallshall promptly notify the Depositor and the Master Servicer (if the notifying party is not the Master Servicer), and but in no event later than two (2) Business Days after its occurrence, of any Reportable Event either (i) with respect to itself or any Servicing Function Participant that is a Designated Sub-Servicer Affiliate of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and it or (ii) with respect to any other Servicing Function ParticipantReporting Party, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which the extent that it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other Depositor) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreementreceived notice thereof. (b) [Reserved]. (c) [Reserved].

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-3xs)

Filing Obligations. (a) The Master ServicerServicers, the Special ServicerServicers, the Certificate Administrator, the Trust Advisor and the Trustee (but only if it is a Servicing Function Participant during the applicable calendar year) shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) [Reserved]. (c) [Reserved].

Appears in 1 contract

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C19)

Filing Obligations. (a) The Master ServicerServicers, the Special ServicerServicers, the Certificate Administrator, the Trust Advisor and the Trustee shall, and (i) with respect to any Servicing Function Participant that is a Designated Sub-Servicer of such party, shall use commercially reasonable efforts to cause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each such Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act (including, but not limited to, completing any reasonable and customary due diligence questionnaire provided by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), as applicable). Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement. (b) [Reserved]. (c) [Reserved].

Appears in 1 contract

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16)

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