Supplying Information. Each Purchaser shall deliver such records, documents, information and data to the applicable Seller as such Seller may reasonably request in order to properly and efficiently perform such Seller’s obligations hereunder or under any Serviced Corporate Trust Contract with respect to any Serviced Appointment (for clarity, including in connection with the Seller Group’s governance and reporting mechanisms) or to defend, prosecute, appeal, pursue or cooperate with any judicial, arbitral or regulatory proceeding, audit, claim or investigation to which any Seller or any of its Affiliates is a party with respect to any Serviced Appointment; provided, however, that the Purchasers shall not be required to deliver any records, documents, information or data that (a) in the Purchasers’ reasonable determination could violate applicable Law, or could result in the loss or waiver of any attorney-client, work product or similar legal privilege or (b) in the Purchasers’ reasonable determination could violate any contractual obligation of the Purchaser Group with respect to confidentiality; provided, however, that with respect to clauses (a) and (b), the Sellers and the Purchasers shall cooperate in good faith to put in place appropriate substitute disclosure arrangements, including by using commercially reasonable efforts to obtain the consent of such third party to such access.
Appears in 374 contracts
Samples: Servicing Agreement (Benchmark 2021-B30 Mortgage Trust), Servicing Agreement (Carvana Auto Receivables Trust 2021-P1), Servicing Agreement (Morgan Stanley Capital I Trust 2015-Ubs8)
Supplying Information. Each Purchaser Seller shall deliver or provide access to such records, documents, information and data to the applicable Seller Purchaser as such Seller Purchaser may reasonably request in order to properly and efficiently perform such Seller’s its obligations hereunder or under any Serviced Corporate Trust Contract with respect to any Serviced Appointment (for clarity, including in connection with the Seller Group’s governance and reporting mechanisms) or to defend, prosecute, appeal, pursue or cooperate with any judicial, arbitral or regulatory proceeding, audit, claim or investigation to which any Seller or any of its Affiliates is a party with respect to any Serviced Appointmenthereunder; provided, however, that the Purchasers Sellers shall not be required to deliver or provide access to any records, documents, information or data that (a) relates to a part of the business of the Seller Group that is not being serviced by the Purchasers pursuant to this Agreement, (b) in the PurchasersSellers’ reasonable determination could violate applicable Law, or could result in the loss or waiver of any attorney-client, work product or similar legal privilege or (bc) in the PurchasersSellers’ reasonable determination could violate any contractual obligation of the Purchaser Seller Group with respect to confidentiality; provided, however, that with respect to clauses (a) and (b), the Sellers and the Purchasers shall cooperate in good faith to put in place appropriate substitute disclosure arrangements, including including, in the case of clause (a), by separating or redacting the portion of the information that relates to a part of the business of the Seller Group that is not being serviced by the Purchasers pursuant to this Agreement and, in the case of clauses (b) and (c), by using commercially reasonable efforts to obtain the consent of such third party to such access.
Appears in 374 contracts
Samples: Servicing Agreement (Benchmark 2021-B30 Mortgage Trust), Servicing Agreement (Carvana Auto Receivables Trust 2021-P1), Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C24)
Supplying Information. Each Purchaser Seller shall deliver or provide access to such records, documents, information and data to the applicable Seller Purchaser as such Seller Purchaser may reasonably request in order to properly and efficiently perform such Seller’s its obligations hereunder or under any Serviced Corporate Trust Contract with respect to any Serviced Appointment (for clarity, including in connection with the Seller Group’s governance and reporting mechanisms) or to defend, prosecute, appeal, pursue or cooperate with any judicial, arbitral or regulatory proceeding, audit, claim or investigation to which any Seller or any of its Affiliates is a party with respect to any Serviced Appointmenthereunder; provided, however, that the Purchasers Sellers shall not be required to deliver or provide access to any records, documents, information or data that (a) relates to a part of the business of the Seller Group that is not being serviced by the Purchasers pursuant to this Agreement, (b) in the Purchasers’ Sellers' reasonable determination could violate applicable Law, or could result in the loss or waiver of any attorney-client, work product or similar legal privilege or (bc) in the Purchasers’ Sellers' reasonable determination could violate any contractual obligation of the Purchaser Seller Group with respect to confidentiality; provided, however, that with respect to clauses (a) and (b), the Sellers and the Purchasers shall cooperate in good faith to put in place appropriate substitute disclosure arrangements, including including, in the case of clause (a), by separating or redacting the portion of the information that relates to a part of the business of the Seller Group that is not being serviced by the Purchasers pursuant to this Agreement and, in the case of clauses (b) and (c), by using commercially reasonable efforts to obtain the consent of such third party to such access.
Appears in 1 contract
Samples: Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5)
Supplying Information. Each Purchaser shall deliver such records, documents, information and data to the applicable Seller as such Seller may reasonably request in order to properly and efficiently perform such Seller’s 's obligations hereunder or under any Serviced Corporate Trust Contract with respect to any Serviced Appointment (for clarity, including in connection with the Seller Group’s 's governance and reporting mechanisms) or to defend, prosecute, appeal, pursue or cooperate with any judicial, arbitral or regulatory proceeding, audit, claim or investigation to which any Seller or any of its Affiliates is a party with respect to any Serviced Appointment; provided, however, that the Purchasers shall not be required to deliver any records, documents, information or data that (a) in the Purchasers’ ' reasonable determination could violate applicable Law, or could result in the loss or waiver of any attorney-client, work product or similar legal privilege or (b) in the Purchasers’ ' reasonable determination could violate any contractual obligation of the Purchaser Group with respect to confidentiality; provided, however, that with respect to clauses (a) and (b), the Sellers and the Purchasers shall cooperate in good faith to put in place appropriate substitute disclosure arrangements, including by using commercially reasonable efforts to obtain the consent of such third party to such access.
Appears in 1 contract
Samples: Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5)