Common use of Annual Compliance Statements Clause in Contracts

Annual Compliance Statements. (a) The Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st of each year, commencing in 2015, contact the Trustee and inquire as to whether any Advance was required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.

Appears in 17 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc26), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27)

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Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans toCertificate Administrator, deliver to the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor on or before March 1 of each year, commencing in March 2017, an Officer’s Certificate (together with a copy thereof in XXXXX compatible format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Mortgage Loan serviced under the Trustee during applicable Outside Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Outside Servicing Agreement.

Appears in 17 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2016-C1)

Annual Compliance Statements. (a) The Master ServicersServicer shall deliver in electronic form, or otherwise make available to the Special ServicersDepositor and the Trustee, and the Certificate AdministratorMaster Servicer shall cause each Additional Master Servicer engaged by it and each Servicer to deliver, in electronic form, or otherwise make available, to the Master Servicer, the Trustee and each Rating Agency on or before March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but only in no event later than March 15), commencing in March 2008, a copy of a certificate (followed by a hard copy to the extent set forth party or parties receiving such certificate within 10 calendar days) in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated form required by Item 1108(a)(2)(i), (ii) or (iii) 1123 of Regulation AB) (each, a “Certifying Servicer”) shall and to the Master Servicers and the Special Servicers shall effect that (i) with respect to any an authorized officer of the Master Servicer, the Additional Master Servicer or Servicing Function Participant the applicable Servicer, as the case may be, has reviewed (if such Servicing Function Participant is or a servicer contemplated by Item 1108(a)(2)(i), (iireview has been made under his or her supervision of) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party's activities under this Agreement or the applicable Servicing Agreement, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, or such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the other applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Master Servicer, has been made under such officer’s supervision during the prior calendar year or portion thereof and (Bii) to the best of such officer’s 's knowledge, based on such review, such Certifying Servicer party has fulfilled all of its obligations under this Agreement, Agreement or the applicable sub-servicing agreement Servicing Agreement, in the case of a Servicer, or primary servicing such other applicable agreement in the case of an Additional Master Servicer, in all material respects throughout such the prior calendar year or portion thereof, thereof or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorIf any of the certificates delivered pursuant to this Section 3.05 disclose that there has been a failure to fulfill any obligation in any material respect then the Master Servicer shall promptly notify the Depositor and forward a copy of such certificate to the Depositor, and the Depositor shall prior to March 1st of each yearreview such certificate and, commencing in 2015if applicable, contact consult with the Trustee and inquire Master Servicer as to whether the nature of any Advance was required failure to be made by fulfill any obligation under this Agreement or the Trustee during applicable Servicing Agreement, in the preceding calendar yearcase of a Servicer, and if no or such Advance was required to be made by other applicable agreement in the Trusteecase of an Additional Master Servicer, then the Trustee shall not be required to deliver in any compliance statement required by this Section 11.12(a) for such periodmaterial respect.

Appears in 12 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2007-2 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2007-16 Trust), Custodial Agreement (Wells Fargo Mortgage Backed Securities 2007-4 Trust)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans toCertificate Administrator, deliver to the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer) and the Depositor on or before March 1 of each year, commencing in March 2018, an Officer’s Certificate (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to whether the nature of any Advance was required failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to be made by the Trustee during Mortgage Loans or the preceding calendar year, and if no such Advance was required to be made by Companion Loans in the Trustee, then fulfillment of any Certifying Servicer’s obligations hereunder or under the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.applicable sub-servicing or primary servicing

Appears in 12 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34), Pooling and Servicing Agreement (CD 2017-Cd6 Mortgage Trust), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33)

Annual Compliance Statements. (a) The Master ServicersOn or before March 1 of each year, commencing in 2020, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian and the Trustee (but only if it has made, or is required to make, an Advance during the extent set forth in the last sentence of this paragraphapplicable calendar year), any Additional Servicer at its own expense, shall furnish (and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loans toLoan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer, the Custodian, the Certificate AdministratorAdministrator and the Trustee (if it has made, or is required to make, an Advance during the Trust Advisor (in the case of a Special Servicer onlyapplicable calendar year), a “Certifying Servicer”) to the Rule Certificate Administrator and the 17g-5 Information Provider (who shall promptly post such report it to the Rule Certificate Administrator’s Website and the 17g-5 Information Provider’s Website Website, as applicable, pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year8.14(b)), commencing in 2015 the Trustee, the Depositor and the Companion 250 Loan Holders (or, in the case of a Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying ServicerPerson’s activities during the preceding calendar year or portion thereof and of such Certifying ServicerPerson’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer Person has fulfilled all its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which such Certifying Servicer has entered into a servicing relationship with respect to the Trust Loan or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such Compliance Report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 10 contracts

Samples: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2020-C55), Trust and Servicing Agreement (BBCMS Mortgage Trust 2020-C6), Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer and the Special Servicers Servicer shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a the Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 2016 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a the Special Servicer, such party shall provide such Officer’s Certificate to such the Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st of each year, commencing in 20152016, contact the Trustee and inquire as to whether any Advance was required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.

Appears in 10 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer shall deliver in electronic form, or otherwise make available to the Special ServicersDepositor and the Trustee, and the Certificate AdministratorMaster Servicer shall cause each Additional Master Servicer engaged by it and each Servicer to deliver, in electronic form, or otherwise make available, to the Master Servicer, the Trustee and each Rating Agency on or before March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but only in no event later than March 15), commencing in March 2007, a copy of a certificate (followed by a hard copy to the extent set forth party or parties receiving such certificate within 10 calendar days) in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated form required by Item 1108(a)(2)(i), (ii) or (iii) 1123 of Regulation AB) (each, a “Certifying Servicer”) shall and to the Master Servicers and the Special Servicers shall effect that (i) with respect to any an authorized officer of the Master Servicer, the Additional Master Servicer or Servicing Function Participant the Servicer, as the case may be, has reviewed (if such Servicing Function Participant is or a servicer contemplated by Item 1108(a)(2)(i), (iireview has been made under his or her supervision of) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party's activities under this Agreement or the applicable Servicing Agreement, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, or such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the other applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Master Servicer, has been made under such officer’s supervision during the prior calendar year or portion thereof and (Bii) to the best of such officer’s 's knowledge, based on such review, such Certifying Servicer party has fulfilled all of its obligations under this Agreement, Agreement or the applicable sub-servicing agreement Servicing Agreement, in the case of a Servicer, or primary servicing such other applicable agreement in the case of an Additional Master Servicer, in all material respects throughout such the prior calendar year or portion thereof, thereof or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorIf any of the certificates delivered pursuant to this Section 3.05 disclose that there has been a failure to fulfill any obligation in any material respect then the Master Servicer shall promptly notify the Depositor and forward a copy of such certificate to the Depositor, and the Depositor shall prior to March 1st of each yearreview such certificate and, commencing in 2015if applicable, contact consult with the Trustee and inquire Master Servicer as to whether the nature of any Advance was required failure to be made by fulfill any obligation under this Agreement or the Trustee during applicable Servicing Agreement, in the preceding calendar yearcase of a Servicer, and if no or such Advance was required to be made by other applicable agreement in the Trusteecase of an Additional Master Servicer, then the Trustee shall not be required to deliver in any compliance statement required by this Section 11.12(a) for such periodmaterial respect.

Appears in 10 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-Ar13 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-Ar11 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-Ar12 Trust.)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans toCertificate Administrator, deliver to the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer) and the Depositor on or before March 1 of each year, commencing in March 2018, an Officer’s Certificate (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Mortgage Loan serviced under the Trustee during applicable Outside Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Outside Servicing Agreement.

Appears in 9 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-P7), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-C4), Pooling and Servicing Agreement (BBCMS Mortgage Trust 2017-C1)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Trust Advisor, the Certificate Administrator, the Custodian, and, if it has made an Advance during the applicable calendar year, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall (and the Master Servicers Servicer, the Special Servicer, the Certificate Administrator and the Special Servicers Custodian shall (ia) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, cause each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to, ) deliver electronically to the Depositor, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator, ’s Website pursuant to Section 5.4) and the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), solely in the case of the Special Servicer to the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, solely in the case of this Agreement) the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan, as applicable, on or before March 1st 15th with respect to any Certifying Servicer or on or before March 7th, with respect to any Additional Servicer and each Sub-Servicer, or if any such day is not a Business Day, the immediately preceding Business Day (subject with no cure period), with respect to a grace period through March 15th) the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator or the Custodian, of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2014, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s or Additional Servicer’s, as the case may be, activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s or Additional Servicer’s, as the case may be, performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer or Additional Servicer’s, as the case may be, has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Each Certifying Servicer shall, and the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate AdministratorAdministrator and the Custodian shall (a) use commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans to, and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans to, forward a copy of each such statement to the Rating Agencies (subject to Section 5.7) and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period). Promptly after receipt of each such Officer’s Certificate, the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review such Officer’s Certificate and, if applicable, consult with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer in the fulfillment of any of the Certifying Servicer’s obligations hereunder, or any failures by an Additional Servicer retained by such Certifying Servicer in the fulfillment of any of such Additional Servicer’s obligations under the applicable sub-servicing or primary servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Sub-Servicer shall be required to deliver, or to endeavor to cause the delivery of, any such Officer’s Certificate until April 15, in the case of a Certifying Servicer, or April 1, in the case of any Additional Servicer or any Sub-Servicer, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st of each year, commencing in 2015, contact 1st) from the Trustee and inquire as to whether any Advance was Certificate Administrator that a Form 10-K is not required to be made by filed in respect of the Trustee during Trust for the preceding calendar year. If any Serviced Companion Loan is deposited into an Other Securitization, each Certifying Servicer, to the extent applicable, shall provide (within the time periods provided for under the related Other Companion Loan Pooling and Servicing Agreement to permit such requesting party to comply with its reporting obligations thereunder), if no requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an Officer’s Certificate as set forth in this Section. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use reasonable best efforts to procure an Officer’s Certificate as set forth in this Section, or in the form specified in the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement, from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator and the Non-Serviced Mortgage Loan Custodian in form and substance similar to the Officer’s Certificate described in this Section. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such Advance was required to be made Officer’s Certificate received by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such periodMaster Servicer.

Appears in 9 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship “Certifying Servicer”) to the Certificate Administrator, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer and (i) with respect to Trust Subordinate Companion Loan and the Mortgage Loans toLoan-Specific Certificates or (ii) otherwise, deliver to only after the occurrence and during the continuance of a Control Termination Event) and the Depositor on or before March 1 of each year, commencing in March 2020, an Officer’s Certificate (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Mortgage Loan serviced under the Trustee during applicable Outside Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Outside Servicing Agreement.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Pooling and Servicing Agreement (CF 2019-Cf3 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2020-B16 Mortgage Trust)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of a Mortgage Loan), the Certificate AdministratorCustodian, the Trustee (but only provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable to it) and the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) Certificate Administrator (each, a “Certifying Servicer”) shall (and the Master Servicers and the Special Servicers each such party shall (i) with respect to any each Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated engaged by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) the Certifying Servicer that is a Designated an Initial Sub-Servicer of such partyServicer, use commercially reasonable efforts to cause, cause such Additional Servicer to deliver to and (ii) with respect to any each other Additional Servicer or that is also a Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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 Loans, cause such Additional Servicer to deliver to), on or before March 1st of each year, commencing in March 2018, deliver to the DepositorTrustee, the Certificate Administrator, Administrator (which copy shall be deemed furnished by the Trust Advisor (in the case of a Special Servicer onlyCertificate Administrator when made available on its Internet website), the Rule Depositor and the 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)Website), an Officer’s Certificate Certificate, in the form attached hereto as Exhibit GG (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Such Officer’s Certificate shall be provided in XXXXX-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, shall prior to March 1st make a copy of each yearsuch statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, commencing the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in 2015form and substance similar to the form attached hereto as Exhibit GG. Promptly after receipt of each such Officer’s Certificate, contact the Trustee and inquire Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether any Advance was or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be made by delivered. None of the Trustee during Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year. In the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and if no each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Advance party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement. Any certificate, statement, report, notice and/or information furnished or required to be made by the Trustee, then the Trustee shall not be required furnished pursuant to deliver any compliance statement required by this Section 11.12(a11.09 shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) for such periodin the same time frame as set forth in this Section 11.09.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Pooling and Servicing Agreement (Bank 2017-Bnk4)

Annual Compliance Statements. (a) The Master ServicersServicer shall deliver in electronic form, the Special Servicers, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver otherwise make available to the Depositor, and the Certificate AdministratorMaster Servicer shall cause each Additional Master Servicer engaged by it and each Servicer to deliver, in electronic form, or otherwise make available, to the Master Servicer, the Trust Advisor Trustee and each Rating Agency on or before March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, a copy of a certificate (followed by a hard copy to the party or parties receiving such certificate within 10 calendar days) in the form required by Item 1123 of Regulation AB, to the effect that (i) an authorized officer of the Master Servicer, the Additional Master Servicer or the Servicer, as the case may be, has reviewed (or a review has been made under his or her supervision of) such party's activities under this Agreement or the applicable Servicing Agreement, in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, or such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the other applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Master Servicer, has been made under such officer’s supervision during the prior calendar year or portion thereof and (Bii) to the best of such officer’s 's knowledge, based on such review, such Certifying Servicer party has fulfilled all of its obligations under this Agreement, Agreement or the applicable sub-servicing agreement Servicing Agreement, in the case of a Servicer, or primary servicing such other applicable agreement in the case of an Additional Master Servicer, in all material respects throughout such the prior calendar year or portion thereof, thereof or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorIf any of the certificates delivered pursuant to this Section 3.05 disclose that there has been a failure to fulfill any obligation in any material respect then the Master Servicer shall promptly notify the Depositor and forward a copy of such certificate to the Depositor, and the Depositor shall prior to March 1st of each yearreview such certificate and, commencing in 2015if applicable, contact consult with the Trustee and inquire Master Servicer as to whether the nature of any Advance was required failure to be made by fulfill any obligation under this Agreement or the Trustee during applicable Servicing Agreement, in the preceding calendar yearcase of a Servicer, and if no or such Advance was required to be made by other applicable agreement in the Trusteecase of an Additional Master Servicer, then the Trustee shall not be required to deliver in any compliance statement required by this Section 11.12(a) for such periodmaterial respect.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-Ar6 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-Ar5 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-Ar3 Trust)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate AdministratorCustodian, the Trustee (but only to and the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) Certificate Administrator (each, a “Certifying Servicer”) shall (and the Master Servicers and the Special Servicers each such party shall (i) with respect to any each Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated engaged by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) the Certifying Servicer that is a Designated an Initial Sub-Servicer of such partyServicer, use commercially reasonable efforts to cause, cause such Additional Servicer to deliver to and (ii) with respect to any each other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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 Loans, cause such Additional Servicer to deliver to), on or before March 15th of each year, commencing in March 2014, deliver to the DepositorTrustee, the Certificate Administrator, Administrator (which copy shall be deemed furnished by the Trust Advisor (in the case of a Special Servicer onlyCertificate Administrator when made available on its Internet website), the Rule Depositor and the 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)Provider Website), an Officer’s Certificate Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Such Officer’s Certificate shall be provided in XXXXX-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, shall prior to March 1st make a copy of each yearsuch statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, commencing the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in 2015form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, contact the Trustee and inquire Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether any Advance was or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be made by delivered. None of the Trustee during Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. In the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and if no each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Advance was required party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to be made cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the Trusteeperiod of time that the Master Servicer, then the Special Servicer, the Trustee shall not be required or the Certificate Administrator was subject to deliver any compliance statement required by this Section 11.12(a) for Agreement or the period of time that such periodAdditional Servicer was subject to such other servicing agreement.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of a Mortgage Loan), the Certificate AdministratorCustodian, the Trustee (but only provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable to it) and the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) Certificate Administrator (each, a “Certifying Servicer”) shall (and the Master Servicers and the Special Servicers each such party shall (i) with respect to any each Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated engaged by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) the Certifying Servicer that is a Designated an Initial Sub-Servicer, cause (or in the case of a sub-servicer that is an Additional Servicer of such partythat a Mortgage Loan Seller requires the Master Servicer to retain, to use commercially reasonable efforts to cause, ) such Additional Servicer to and (ii) with respect to any each other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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 Loans, cause such Additional Servicer to), deliver on or before March 1st of each year, commencing in March 2018, furnish to the DepositorTrustee, the Certificate Administrator, Administrator (which copy shall be deemed furnished by the Trust Advisor (in the case of a Special Servicer onlyCertificate Administrator when made available on its Internet website), the Rule Depositor and the 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)Website), an Officer’s Certificate Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Such Officer’s Certificate shall be provided in XXXXX-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, cause (or, in the case of a sub-servicer that is an Additional Servicer that a Mortgage Loan Seller requires the Master Servicer to retain, to use commercially reasonable efforts to cause) such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, shall prior to March 1st make a copy of each yearsuch statement available on its Internet website) to the Directing Holder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, commencing the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in 2015form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, contact the Trustee and inquire Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether any Advance was or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be made by delivered. None of the Trustee during Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. In the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and if no each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Advance was required party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to be made cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the Trusteeperiod of time that the Master Servicer, then the Special Servicer, the Trustee shall not be required or the Certificate Administrator was subject to deliver any compliance statement required by this Section 11.12(a) for Agreement or the period of time that such periodAdditional Servicer was subject to such other servicing agreement.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2018-Gs9), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs8), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C42)

Annual Compliance Statements. (a) The Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 2014 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st of each year, commencing in 20152014, contact the Trustee and inquire as to whether any Advance was required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-Lc14), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans toCertificate Administrator, deliver to the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer and the Depositor on or before March 1 of each year, commencing in March 2020, an Officer’s Certificate (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Mortgage Loan serviced under the Trustee during applicable Outside Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Outside Servicing Agreement.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2019-B12 Mortgage Trust), Pooling and Servicing Agreement (CD 2019-Cd8 Mortgage Trust), Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2019-C17)

Annual Compliance Statements. (a) The Master ServicersOn or before March 1 of each year, commencing in 2021, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian and the Trustee (but only if it has made, or is required to make, an Advance during the extent set forth in the last sentence of this paragraphapplicable calendar year), any Additional Servicer at its own expense, shall furnish (and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loans toLoan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer, the Custodian, the Certificate AdministratorAdministrator and the Trustee (if it has made, or is required to make, an Advance during the Trust Advisor (in the case of a Special Servicer onlyapplicable calendar year), a “Certifying Servicer”) to the Rule Certificate Administrator and the 17g-5 Information Provider (who shall promptly post such report it to the Rule Certificate Administrator’s Website and the 17g-5 Information Provider’s Website Website, as applicable, pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year8.14(b)), commencing in 2015 the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying ServicerPerson’s activities during the preceding calendar year or portion thereof and of such Certifying ServicerPerson’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer Person has fulfilled all its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which such Certifying Servicer has entered into a servicing relationship with respect to the Trust Loan or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such Compliance Report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 7 contracts

Samples: Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2020-C58), Trust and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust)

Annual Compliance Statements. (a) The Master ServicersOn or before March 1 of each year, commencing in 2022, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, Administrator and the Trustee (but only provided, however, that the Trustee shall not be required to the extent set forth in the last sentence deliver an assessment of this paragraphcompliance with respect to any period during which there was no Applicable Servicing Criteria applicable to it), any Additional Servicer at its own expense, shall furnish (and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit V with which it has entered into a servicing relationship with respect to the Mortgage Loans toWhole Loan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider Certificate Administrator (who shall promptly post such report it to the Rule 17g-5 Information ProviderCertificate Administrator’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year8.14(b)), commencing in 2015 the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate statingstating in form and substance similar to the form attached hereto as Exhibit W, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loan or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section 13.7 apply to each such Certifying Servicer that serviced the Mortgage Loan or a Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such Officer’s Certificate to the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.Certificate Administrator’s Website pursuant to

Appears in 7 contracts

Samples: Trust and Servicing Agreement (Benchmark 2022-B34 Mortgage Trust), Trust and Servicing Agreement (Benchmark 2022-B33 Mortgage Trust), Trust and Servicing Agreement (Benchmark 2022-B35 Mortgage Trust)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans to, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate to such furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor on or before March 1st (subject to a grace period through 15 of each year, commencing in March 5th))2016, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a CCR Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Trust Loan serviced under the Trustee during applicable Other Pooling and Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Other Pooling and Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Other Pooling and Servicing Agreement.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2015-Gc30), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2015-Gc32), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc29)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans toCertificate Administrator, deliver to the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer) and the Depositor on or before March 1 of each year, commencing in March 2020, an Officer’s Certificate (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Mortgage Loan serviced under the Trustee during applicable Outside Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Outside Servicing Agreement.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (CD 2019-Cd8 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-Gc41), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2019-Gc42)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer and the Special Servicers Servicer shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a the Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a the Special Servicer, such party shall provide such Officer’s Certificate to such the Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st of each year, commencing in 2015, contact the Trustee and inquire as to whether any Advance was required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.

Appears in 6 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans toCertificate Administrator, deliver to the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer) and the Depositor on or before March 1 of each year, commencing in March 2021, an Officer’s Certificate (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Mortgage Loan serviced under the Trustee during applicable Outside Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Outside Servicing Agreement.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2020-Gsa2), Pooling and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans toCertificate Administrator, deliver to the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer) and the Depositor on or before March 1 of each year, commencing in March 2023, an Officer’s Certificate (together with a copy thereof in EXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Mortgage Loan serviced under the Trustee during applicable Outside Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Outside Servicing Agreement.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (BMO 2022-C1 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C3 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C2 Mortgage Trust)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans toCertificate Administrator, deliver to the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer and the Depositor on or before March 1 of each year, commencing in March 2020, an Officer’s Certificate (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to whether the nature of any Advance was required failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to be made by the Trustee during Mortgage Loans or the preceding calendar year, and if no such Advance was required to be made by Companion Loans in the Trustee, then fulfillment of any Certifying Servicer’s obligations hereunder or under the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.applicable sub-servicing or primary servicing

Appears in 6 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans toCertificate Administrator, deliver to the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer) and the Depositor on or before March 1 of each year, commencing in March 2023, an Officer’s Certificate (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Mortgage Loan serviced under the Trustee during applicable Outside Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Outside Servicing Agreement.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2022-B37 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C2 Mortgage Trust), Pooling and Servicing Agreement (Bank 2022-Bnk41)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans toCertificate Administrator, deliver to the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer) and the Depositor on or before March 1 of each year, commencing in March 2019, an Officer’s Certificate (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Mortgage Loan serviced under the Trustee during applicable Outside Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Outside Servicing Agreement.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2018-B7 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2018-B8 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2018-B6 Mortgage Trust)

Annual Compliance Statements. (a) The Master ServicersOn or before March 1 of each year, commencing in 2017, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan), the Certificate Administrator, Administrator and the Trustee (but only provided, however that the Trustee shall not be required to the extent set forth in the last sentence deliver an assessment of this paragraphcompliance with respect to any period during which there was no Applicable Servicing Criteria applicable to it), any Additional Servicer at its own expense, shall furnish (and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit T with which it has entered into a servicing relationship with respect to the Mortgage Loans toLoan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to the Trust Advisor (in Certificate Administrator and the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule Certificate Administrator’s Website and the 17g-5 Information Provider’s Website Website, as applicable, pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year8.14(b)), commencing in 2015 the Trustee, the Depositor and the Senior Pari Passu Companion Loan Holders (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerSenior Pari Passu Companion Loan that is part of a Companion Loan Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Companion Loan Depositor and Companion Loan Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying ServicerPerson’s activities during the preceding calendar year or portion thereof and of such Certifying ServicerPerson’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer Person has fulfilled all its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Companion Loan Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Senior Pari Passu Companion Loan that is part of a Companion Loan Securitization Trust, contact the Trustee applicable Companion Loan Depositor and inquire Companion Loan Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Trust Loan or a Senior Pari Passu Companion Loan in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a Senior Pari Passu Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such Compliance Report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 5 contracts

Samples: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-C35), Trust and Servicing Agreement (SG Commercial Mortgage Securities Trust 2016-C5), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Custodian and the Certificate Administrator, the Trustee Administrator shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer, the Special Servicer, the Custodian and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer and the Certificate Administrator, a servicing relationship with respect to the Mortgage Loans to, deliver “Certifying Servicer”) to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party, and the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer only), and after the Rule 17g-5 Information Provider (who shall promptly post such report to occurrence and during the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) continuance of this Agreementa Control Termination Event) on or before March 1st (subject to a grace period through March 15th) 15 of each year, in an EXXXX Compatible Format, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2016, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during a reporting period consisting of the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereofreporting period, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to any Non-Serviced Mortgage Loan serviced under the Trustee during applicable Other Pooling and Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no such Advance was required upon receipt deliver to be made by the Depositor, from the related Other Master Servicer, the related Other Special Servicer, the related Other Trustee, then the Trustee shall not be required related Other Paying Agent or the related Other Certificate Administrator an Officer’s Certificate in form and substance similar to deliver any compliance statement required by the Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the applicable Other Pooling and Servicing Agreement. The Certificate Administrator shall notify the Depositor if such Officer’s Certificate has been requested from an Other Master Servicer, Other Special Servicer, Other Trustee, Other Paying Agent or Other Certificate Administrator but has not been delivered within 3 Business Days.

Appears in 5 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate AdministratorCustodian, the Trustee (but only to and the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) Certificate Administrator (each, a “Certifying Servicer”) shall (and the Master Servicers and the Special Servicers each such party shall (i) with respect to any each Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated engaged by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) the Certifying Servicer that is a Designated an Initial Sub-Servicer of such partyServicer, use commercially reasonable efforts to cause, cause such Additional Servicer to deliver to and (ii) with respect to any each other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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 Loans, cause such Additional Servicer to deliver to), on or before March 15th of each year, commencing in March 2015, deliver to the DepositorTrustee, the Certificate Administrator, Administrator (which copy shall be deemed furnished by the Trust Advisor (in the case of a Special Servicer onlyCertificate Administrator when made available on its Internet website), the Rule Depositor and the 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)Website), an Officer’s Certificate Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Such Officer’s Certificate Administratorshall be provided in XXXXX-Compatible Format, shall prior to March 1st of each year, commencing or in 2015, contact the Trustee and inquire as to whether any Advance was required to be made such other format agreed upon by the Trustee during Depositor, the preceding calendar yearCertificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, and if no use commercially reasonable efforts to cause such Advance was required to be made by the TrusteeAdditional Servicer, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.and

Appears in 5 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate AdministratorCustodian, the Trustee (but only to and the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) Certificate Administrator (each, a “Certifying Servicer”) shall (and the Master Servicers and the Special Servicers each such party shall (i) with respect to any each Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated engaged by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) the Certifying Servicer that is a Designated an Initial Sub-Servicer of such partyServicer, use commercially reasonable efforts to cause, cause such Additional Servicer to deliver to and (ii) with respect to any each other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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 Loans, cause such Additional Servicer to deliver to), on or before March 15th of each year, commencing in March 2014, deliver to the DepositorTrustee, the Certificate Administrator, Administrator (which copy shall be deemed furnished by the Trust Advisor (in the case of a Special Servicer onlyCertificate Administrator when made available on its Internet website), the Rule Depositor and the 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)Website), an Officer’s Certificate Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Such Officer’s Certificate shall be provided in XXXXX-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, shall prior to March 1st make a copy of each yearsuch statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, commencing the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in 2015form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, contact the Trustee and inquire Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether any Advance was or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be made by delivered. None of the Trustee during Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. In the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and if no each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Advance was required party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to be made cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the Trusteeperiod of time that the Master Servicer, then the Special Servicer, the Trustee shall not be required or the Certificate Administrator was subject to deliver any compliance statement required by this Section 11.12(a) for Agreement or the period of time that such periodAdditional Servicer was subject to such other servicing agreement.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian, and, if it has made an Advance during the applicable calendar year, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall (and the Master Servicers Servicer, the Special Servicer, the Certificate Administrator and the Special Servicers Custodian shall (ia) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, cause each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to, ) deliver electronically to the Depositor, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator, ’s Website pursuant to Section 5.4) and the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), solely in the case of the Special Servicer to the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, solely in the case of this Agreement) the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan, as applicable, on or before March 1st 10th with respect to any Certifying Servicer or on or before March 7th, with respect to any Additional Servicer and each Sub-Servicer, or if any such day is not a Business Day, the immediately preceding Business Day (subject with no cure period), with respect to a grace period through March 15th) the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian, of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2014, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s or Additional Servicer’s, as the case may be, activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s or Additional Servicer’s, as the case may be, performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer or Additional Servicer’s, as the case may be, has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Each Certifying Servicer shall, and the Master Servicer, the Special Servicer, the Certificate AdministratorAdministrator and the Custodian shall (a) use commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans to, and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans to, forward a copy of each such statement to the Rating Agencies (subject to Section 5.7) and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period). Promptly after receipt of each such Officer’s Certificate, the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall prior have the right to March 1st of review such Officer’s Certificate and, if applicable, consult with each yearCertifying Servicer, commencing in 2015as applicable, contact the Trustee and inquire as to whether the nature of any Advance was required to be made failures by such Certifying Servicer in the Trustee during fulfillment of any of the preceding calendar yearCertifying Servicer’s obligations hereunder, and if no or any failures by an Additional Servicer retained by such Advance was required to be made by Certifying Servicer in the Trustee, then fulfillment of any of such Additional Servicer’s obligations under the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.applicable sub-servicing or primary servicing

Appears in 4 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans toCertificate Administrator, deliver to the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer and the Depositor on or before March 1 of each year, commencing in March 2021, an Officer’s Certificate (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Mortgage Loan serviced under the Trustee during applicable Outside Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Outside Servicing Agreement.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2020-B20 Mortgage Trust), Pooling and Servicing Agreement (DBJPM 2020-C9 Mortgage Trust), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2020-Gsa2)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian, and, if it has made an Advance during the applicable calendar year, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall (and the Master Servicers Servicer, the Special Servicer, the Certificate Administrator and the Special Servicers Custodian shall (ia) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, cause each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to, ) deliver electronically to the Depositor, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator, ’s Website pursuant to Section 5.4) and the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), solely in the case of the Special Servicer to the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, solely in the case of this Agreement) the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan, as applicable, on or before March 10th with respect to any Certifying Servicer or on or before March 1st (subject or, if such day is not a Business Day, the immediately succeeding Business Day), with respect to any Additional Servicer and each Sub-Servicer, or if any such day is not a grace period through March 15th) Business Day, the immediately preceding Business Day (with no cure period), with respect to the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian, of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2014, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s or Additional Servicer’s, as the case may be, activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s or Additional Servicer’s, as the case may be, performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer or Additional Servicer’s, as the case may be, has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Each Certifying Servicer shall, and the Master Servicer, the Special Servicer, the Certificate AdministratorAdministrator and the Custodian shall (a) use commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans to, and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans to, forward a copy of each such statement to the Rating Agencies (subject to Section 5.7) and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period). Promptly after receipt of each such Officer’s Certificate, the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review such Officer’s Certificate and, if applicable, consult with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer in the fulfillment of any of the Certifying Servicer’s obligations hereunder, or any failures by an Additional Servicer retained by such Certifying Servicer in the fulfillment of any of such Additional Servicer’s obligations under the applicable sub-servicing or primary servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Sub-Servicer shall be required to deliver, or to endeavor to cause the delivery of, any such Officer’s Certificate until April 15, in the case of a Certifying Servicer, or April 1, in the case of any Additional 390 Servicer or any Sub-Servicer, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st of each year, commencing in 2015, contact 1st) from the Trustee and inquire as to whether any Advance was Certificate Administrator that a Form 10-K is not required to be made by filed in respect of the Trustee during Trust for the preceding calendar year. If any Serviced Companion Loan is deposited into an Other Securitization, each Certifying Servicer, to the extent applicable, shall provide (within the time periods provided for under the related Other Companion Loan Pooling and Servicing Agreement to permit such requesting party to comply with its reporting obligations thereunder), if no requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an Officer’s Certificate as set forth in this Section. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use reasonable best efforts to procure an Officer’s Certificate as set forth in this Section, or in the form specified in the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement, from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator and the Non-Serviced Mortgage Loan Custodian in form and substance similar to the Officer’s Certificate described in this Section. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such Advance was required to be made Officer’s Certificate received by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such periodMaster Servicer.

Appears in 4 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans toCertificate Administrator, deliver to the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer and the Depositor on or before March 1 of each year, commencing in March 2022, an Officer’s Certificate (together with a copy thereof in EXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Mortgage Loan serviced under the Trustee during applicable Outside Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Outside Servicing Agreement.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2020-Gsa2), Pooling and Servicing Agreement (Benchmark 2021-B26 Mortgage Trust)

Annual Compliance Statements. (a) The Master ServicersOn or before March 1 of each year, commencing in 2021, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Custodian, the Certificate Administrator, and the Trustee (but only provided, however, that the Trustee shall not be required to the extent set forth in the last sentence deliver an assessment of this paragraphcompliance with respect to any period during which there was no Applicable Servicing Criteria applicable to it), any Additional Servicer at its own expense, shall furnish (and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit Z with which it has entered into a servicing relationship with respect to the Mortgage Loans toLoan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to the Trust Certificate Administrator (who shall post it to the Certificate Administrator’s Website) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website), as applicable, pursuant to Section 8.14(b) or Section 10.17), the Operating Advisor (in with respect to the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to Trustee, the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 Depositor and the Companion Loan Holders (or, in the case of the Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying ServicerPerson’s activities during the preceding calendar year or portion thereof and of such Certifying ServicerPerson’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer Person has fulfilled all its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of the Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Trust Loan or the Companion Loan in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section 11.7 apply to each such Certifying Servicer that serviced the Trust Loan or the Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is 222 required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 11.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such Compliance Report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 4 contracts

Samples: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Trust and Servicing Agreement (CSAIL 2020-C19 Commercial Mortgage Trust), Trust and Servicing Agreement (3650R 2021-Pf1 Commercial Mortgage Trust)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Custodian and the Certificate Administrator, the Trustee Administrator shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer, the Special Servicer, the Custodian and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer and the Certificate Administrator, a servicing relationship with respect to the Mortgage Loans to, deliver “Certifying Servicer”) to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party, and the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer only), and after the Rule 17g-5 Information Provider (who shall promptly post such report to occurrence and during the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) continuance of this Agreementa Control Termination Event) on or before March 1st (subject to a grace period through March 15th) 15 of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2016, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to any Non-Serviced Mortgage Loan serviced under the Trustee during applicable Other Pooling and Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no such Advance was required upon receipt deliver to be made by the Depositor, from the related Other Master Servicer, the related Other Special Servicer, the related Other Trustee, then the Trustee shall not be required related Other Paying Agent or the related Other Certificate Administrator an Officer’s Certificate in form and substance similar to deliver any compliance statement required by the Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the applicable Other Pooling and Servicing Agreement. The Certificate Administrator shall notify the Depositor if such Officer’s Certificate has been requested from an Other Master Servicer, Other Special Servicer, Other Trustee, Other Paying Agent or Other Certificate Administrator but has not been delivered within 3 Business Days.

Appears in 4 contracts

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

Annual Compliance Statements. (a) The Master ServicersOn or before March 1 of each year, commencing in 2020, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan), the Certificate Administrator, Administrator and the Trustee (but only provided, however that the Trustee shall not be required to the extent set forth in the last sentence of this paragraphdeliver an annual compliance statement with respect to any period during which there was no Applicable Servicing Criteria applicable to it), any Additional Servicer at its own expense, shall furnish (and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loans toWhole Loan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to the Trust Advisor (in Certificate Administrator and the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule Certificate Administrator’s Website and the 17g-5 Information Provider’s Website Website, as applicable, pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year8.14(b)), commencing in 2015 the Trustee, the Depositor and the Companion Loan Holders (or, in the case of an Additional Servicer or Servicing Function Participant with respect to the Companion Loan that is part of a Special ServicerCompanion Loan Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Companion Loan Depositor and Companion Loan Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying ServicerPerson’s activities during the preceding calendar year or portion thereof and of such Certifying ServicerPerson’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceradditional servicer, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer Person has fulfilled all of its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceradditional servicer, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Companion Loan Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015any case of the Companion Loan that is part of a Companion Loan Securitization Trust, contact the Trustee applicable Companion Loan Depositor and inquire Companion Loan Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Trust Loan or a Companion Loan in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such compliance report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 4 contracts

Samples: Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2019-C17), Trust and Servicing Agreement (Benchmark 2019-B12 Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C4)

Annual Compliance Statements. (a) The Master ServicersOn or before March 15 of each year, commencing in 2016, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Trustee at its own expense, shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loans toWhole Loan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to the Trust Advisor Certificate Administrator (in who shall post it to the case of a Special Servicer only), Certificate Administrator’s Website) and the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule 17g-5 Website and the 17g-5 Information Provider’s Website Website), as applicable, pursuant to Section 8.12(c8.14(b)) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each yearSection 10.17, commencing in 2015 the Trustee the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying ServicerPerson’s activities during the preceding calendar year or portion thereof and of such Certifying ServicerPerson’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer Person has fulfilled all its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Trust Loan or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section 11.7 apply to each such Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 11.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such Compliance Report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 4 contracts

Samples: Trust and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2016-C7 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2016-C5 Commercial Mortgage Trust)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans toCertificate Administrator, deliver to the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor on or before March 15 of each year, commencing in March 2016, an Officer’s Certificate (together with a copy thereof in XXXXX compatible format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Trust Loan serviced under the Trustee during applicable Outside Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Outside Servicing Agreement.

Appears in 3 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate AdministratorCustodian, the Trustee (but only to and the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) Certificate Administrator (each, a “Certifying Servicer”) shall (and the Master Servicers and the Special Servicers each such party shall (i) with respect to any each Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated engaged by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) the Certifying Servicer that is a Designated an Initial Sub-Servicer of such partyServicer, use commercially reasonable efforts to cause, cause such Additional Servicer to deliver to and (ii) with respect to any each other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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 Loans, cause such Additional Servicer to deliver to), on or before March 15th of each year, commencing in March 2015, deliver to the DepositorTrustee, the Certificate Administrator, Administrator (which copy shall be deemed furnished by the Trust Advisor (in the case of a Special Servicer onlyCertificate Administrator when made available on its Internet website), the Rule Depositor and the 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)Website), an Officer’s Certificate Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Such Officer’s Certificate Administratorshall be provided in EXXXX-Compatible Format, shall prior to March 1st of each year, commencing or in 2015, contact the Trustee and inquire as to whether any Advance was required to be made such other format agreed upon by the Trustee during Depositor, the preceding calendar yearCertificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, and if no use commercially reasonable efforts to cause such Advance was required to be made by the TrusteeAdditional Servicer, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.and

Appears in 3 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer shall deliver in electronic form, or otherwise make available to the Special ServicersDepositor and the Trustee, and the Certificate AdministratorMaster Servicer shall cause each Additional Master Servicer engaged by it and each Servicer to deliver, in electronic form, or otherwise make available, to the Master Servicer, the Trustee and each Rating Agency on or before March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but only in no event later than March 15), commencing in March 2009, a copy of a certificate (followed by a hard copy to the extent set forth party or parties receiving such certificate within 10 calendar days) in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated form required by Item 1108(a)(2)(i), (ii) or (iii) 1123 of Regulation AB) (each, a “Certifying Servicer”) shall and to the Master Servicers and the Special Servicers shall effect that (i) with respect to any an authorized officer of the Master Servicer, the Additional Master Servicer or Servicing Function Participant the applicable Servicer, as the case may be, has reviewed (if such Servicing Function Participant is or a servicer contemplated by Item 1108(a)(2)(i), (iireview has been made under his or her supervision of) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party's activities under this Agreement or the applicable Servicing Agreement, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, or such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the other applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Master Servicer, has been made under such officer’s supervision during the prior calendar year or portion thereof and (Bii) to the best of such officer’s 's knowledge, based on such review, such Certifying Servicer party has fulfilled all of its obligations under this Agreement, Agreement or the applicable sub-servicing agreement Servicing Agreement, in the case of a Servicer, or primary servicing such other applicable agreement in the case of an Additional Master Servicer, in all material respects throughout such the prior calendar year or portion thereof, thereof or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorIf any of the certificates delivered pursuant to this Section 3.05 disclose that there has been a failure to fulfill any obligation in any material respect then the Master Servicer shall promptly notify the Depositor and forward a copy of such certificate to the Depositor, and the Depositor shall prior to March 1st of each yearreview such certificate and, commencing in 2015if applicable, contact consult with the Trustee and inquire Master Servicer as to whether the nature of any Advance was required failure to be made by fulfill any obligation under this Agreement or the Trustee during applicable Servicing Agreement, in the preceding calendar yearcase of a Servicer, and if no or such Advance was required to be made by other applicable agreement in the Trusteecase of an Additional Master Servicer, then the Trustee shall not be required to deliver in any compliance statement required by this Section 11.12(a) for such periodmaterial respect.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2008-Ar2 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2008 -1 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2008-Ar1 Trust)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Trust Advisor, the Certificate Administrator, and, if it has made an Advance during the applicable calendar year, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall (and the Master Servicers Servicer, the Special Servicer and the Special Servicers Certificate Administrator shall (ia) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, cause each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to, ) deliver electronically to the Depositor, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator, ’s Website pursuant to Section 5.4) and the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), solely in the case of the Special Servicer to the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, solely in the case of this Agreement) the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan, as applicable, on or before March 1st 15th with respect to any Certifying Servicer or on or before March 7th, with respect to any Additional Servicer and each Sub-Servicer, or if any such day is not a Business Day, the immediately preceding Business Day (subject with no cure period), with respect to a grace period through March 15th) the Master Servicer, the Special Servicer, the Trust Advisor or the Certificate Administrator, of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2013, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s or Additional Servicer’s, as the case may be, activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s or Additional Servicer’s, as the case may be, performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer or Additional Servicer’s, as the case may be, has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Each Certifying Servicer shall, and the Master Servicer, the Special Servicer and the Certificate AdministratorAdministrator shall (a) use commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans to, and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans to, forward a copy of each such statement to the Rating Agencies (subject to Section 5.7) and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period). Promptly after receipt of each such Officer’s Certificate, the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review such Officer’s Certificate and, if applicable, consult with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer in the fulfillment of any of the Certifying Servicer’s obligations hereunder, or any failures by an Additional Servicer retained by such Certifying Servicer in the fulfillment of any of such Additional Servicer’s obligations under the applicable sub-servicing or primary servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Sub-Servicer shall be required to deliver, or to endeavor to cause the delivery of, any such Officer’s Certificate until April 15, in the case of a Certifying Servicer, or April 1, in the case of any Additional Servicer or any Sub-Servicer, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st of each year, commencing in 2015, contact 1st) from the Trustee and inquire as to whether any Advance was Certificate Administrator that a Form 10-K is not required to be made by filed in respect of the Trustee during Trust for the preceding calendar year. If any Serviced Companion Loan is deposited into an Other Securitization, each Certifying Servicer, to the extent applicable, shall provide (within the time periods provided for under the related Other Companion Loan Pooling and Servicing Agreement to permit such requesting party to comply with its reporting obligations thereunder), if no requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an Officer’s Certificate as set forth in this Section. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer will use reasonable best efforts to procure an Officer’s Certificate as set forth in this Section, or in the form specified in the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement, from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer and the Non-Serviced Mortgage Loan Certificate Administrator in form and substance similar to the Officer’s Certificate described in this Section. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such Advance was required to be made Officer’s Certificate received by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such periodMaster Servicer.

Appears in 3 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans toCertificate Administrator, deliver to the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer) and the Depositor on or before March 1 of each year, commencing in March 2024, an Officer’s Certificate (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Mortgage Loan serviced under the Trustee during applicable Outside Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Outside Servicing Agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (BBCMS 2023-C20), Pooling and Servicing Agreement (BMO 2023-C6 Mortgage Trust), Pooling and Servicing Agreement (BBCMS Mortgage Trust 2023-C19)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian, and, if it has made an Advance during the applicable calendar year, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall (and the Master Servicers Servicer, the Special Servicer, the Certificate Administrator and the Special Servicers Custodian shall (ia) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, cause each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to, ) deliver electronically to the Depositor, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator, ’s Website pursuant to Section 5.4) and the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), solely in the case of the Special Servicer to the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, solely in the case of this Agreement) the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan, as applicable, on or before March 10th with respect to any Certifying Servicer or on or before March 1st (subject or, if such day is not a Business Day, the immediately succeeding Business Day), with respect to any Additional Servicer and each Sub-Servicer, or if any such day is not a grace period through March 15th) Business Day, the immediately preceding Business Day (with no cure period), with respect to the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian, of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2014, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s or Additional Servicer’s, as the case may be, activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s or Additional Servicer’s, as the 388 case may be, performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer or Additional Servicer’s, as the case may be, has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Each Certifying Servicer shall, and the Master Servicer, the Special Servicer, the Certificate AdministratorAdministrator and the Custodian shall (a) use commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans to, and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans to, forward a copy of each such statement to the Rating Agencies (subject to Section 5.7) and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period). Promptly after receipt of each such Officer’s Certificate, the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review such Officer’s Certificate and, if applicable, consult with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer in the fulfillment of any of the Certifying Servicer’s obligations hereunder, or any failures by an Additional Servicer retained by such Certifying Servicer in the fulfillment of any of such Additional Servicer’s obligations under the applicable sub-servicing or primary servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Sub-Servicer shall be required to deliver, or to endeavor to cause the delivery of, any such Officer’s Certificate until April 15, in the case of a Certifying Servicer, or April 1, in the case of any Additional Servicer or any Sub-Servicer, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st of each year, commencing in 2015, contact 1st) from the Trustee and inquire as to whether any Advance was Certificate Administrator that a Form 10-K is not required to be made by filed in respect of the Trustee during Trust for the preceding calendar year. If any Serviced Companion Loan is deposited into an Other Securitization, each Certifying Servicer, to the extent applicable, shall provide (within the time periods provided for under the related Other Companion Loan Pooling and Servicing Agreement to permit such requesting party to comply with its reporting obligations thereunder), if no requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an Officer’s Certificate as set forth in this Section. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use reasonable best efforts to procure an Officer’s Certificate as set forth in this Section, or in the form specified in the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement, from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator and the Non-Serviced Mortgage Loan Custodian in form and substance similar to the Officer’s Certificate described in this Section. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such Advance was required to be made Officer’s Certificate received by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such periodMaster Servicer.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13), 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 2013-C13)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian, and, if it has made an Advance during the applicable calendar year, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall (and the Master Servicers Servicer, the Special Servicer, the Certificate Administrator and the Special Servicers Custodian shall (ia) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, cause each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to, ) deliver electronically to the Depositor, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator, ’s Website pursuant to Section 5.4) and the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), solely in the case of the Special Servicer to the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, solely in the case of this Agreement) the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan, as applicable, on or before March 10th with respect to any Certifying Servicer or on or before March 1st (subject or, if such day is not a Business Day, the immediately succeeding Business Day), with respect to any Additional Servicer and each Sub-Servicer, or if any such day is not a grace period through March 15th) Business Day, the immediately preceding Business Day (with no cure period), with respect to the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian, of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2015, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s or Additional Servicer’s, as the case may be, activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s or Additional Servicer’s, as the case may be, performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer or Additional Servicer’s, as the case may be, has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Each Certifying Servicer shall, and the Master Servicer, the Special Servicer, the Certificate AdministratorAdministrator and the Custodian shall (a) use commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans to, and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans to, forward a copy of each such statement to the Rating Agencies (subject to Section 5.7) and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period). Promptly after receipt of each such Officer’s Certificate, the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review such Officer’s Certificate and, if applicable, consult with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer in the fulfillment of any of the Certifying Servicer’s obligations hereunder, or any failures by an Additional Servicer retained by such Certifying Servicer in the fulfillment of any of such Additional Servicer’s obligations under the applicable sub-servicing or primary servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Sub-Servicer shall be required to deliver, or to endeavor to cause the delivery of, any such Officer’s Certificate until April 15, in the case of a Certifying Servicer, or April 1, in the case of any Additional Servicer or any Sub-Servicer, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st of each year, commencing in 2015, contact 1st) from the Trustee and inquire as to whether any Advance was Certificate Administrator that a Form 10-K is not required to be made by filed in respect of the Trustee during Trust for the preceding calendar year. If any Serviced Companion Loan is deposited into an Other Securitization, each Certifying Servicer, to the extent applicable, shall provide (within the time periods provided for under the related Other Companion Loan Pooling and Servicing Agreement to permit such requesting party to comply with its reporting obligations thereunder), if no requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an Officer’s Certificate as set forth in this Section. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use reasonable best efforts to procure an Officer’s Certificate as set forth in this Section, or in the form specified in the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement, from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator and the Non-Serviced Mortgage Loan Custodian in form and substance similar to the Officer’s Certificate described in this Section. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such Advance was required to be made Officer’s Certificate received by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such periodMaster Servicer.

Appears in 3 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian, and, if it has made an Advance during the applicable calendar year, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall (and the Master Servicers Servicer, the Special Servicer, the Certificate Administrator and the Special Servicers Custodian shall (ia) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, cause each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to, ) deliver electronically to the Depositor, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator, ’s Website pursuant to Section 5.4) and the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), solely in the case of the Special Servicer to the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, solely in the case of this Agreement) the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan, as applicable, on or before March 10th with respect to any Certifying Servicer or on or before March 1st (subject or, if such day is not a Business Day, the immediately succeeding Business Day), with respect to any Additional Servicer and each Sub-Servicer, or if any such day is not a grace period through March 15th) Business Day, the immediately preceding Business Day (with no cure period), with respect to the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian, of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2015, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s or Additional Servicer’s, as the case may be, activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s or Additional Servicer’s, as the case may be, performance 397 under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer or Additional Servicer’s, as the case may be, has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Each Certifying Servicer shall, and the Master Servicer, the Special Servicer, the Certificate AdministratorAdministrator and the Custodian shall (a) use commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans to, and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans to, forward a copy of each such statement to the Rating Agencies (subject to Section 5.7) and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period). Promptly after receipt of each such Officer’s Certificate, the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review such Officer’s Certificate and, if applicable, consult with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer in the fulfillment of any of the Certifying Servicer’s obligations hereunder, or any failures by an Additional Servicer retained by such Certifying Servicer in the fulfillment of any of such Additional Servicer’s obligations under the applicable sub-servicing or primary servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Sub-Servicer shall be required to deliver, or to endeavor to cause the delivery of, any such Officer’s Certificate until April 15, in the case of a Certifying Servicer, or April 1, in the case of any Additional Servicer or any Sub-Servicer, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st of each year, commencing in 2015, contact 1st) from the Trustee and inquire as to whether any Advance was Certificate Administrator that a Form 10-K is not required to be made by filed in respect of the Trustee during Trust for the preceding calendar year. If any Serviced Companion Loan is deposited into an Other Securitization, each Certifying Servicer, to the extent applicable, shall provide (within the time periods provided for under the related Other Companion Loan Pooling and Servicing Agreement to permit such requesting party to comply with its reporting obligations thereunder), if no requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an Officer’s Certificate as set forth in this Section. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use reasonable best efforts to procure an Officer’s Certificate as set forth in this Section, or in the form specified in the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement, from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator and the Non-Serviced Mortgage Loan Custodian in form and substance similar to the Officer’s Certificate described in this Section. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such Advance was required to be made Officer’s Certificate received by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such periodMaster Servicer.

Appears in 3 contracts

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

Annual Compliance Statements. The Reporting Servicers (each a "Certifying Servicer") shall each (and the Reporting Servicers shall (a) The Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee (but only use reasonable efforts to the extent set forth in the last sentence of this paragraph), any cause each Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Reporting Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans to, deliver and (b) cause each Additional Servicer and each Reporting Sub-Servicer (other than any party to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to) deliver electronically to the Depositor and the Trustee on or before March 1st 15th (subject with no grace period), with respect to any Additional Servicer and each Reporting Sub-Servicer (other than any party to this Agreement), or March 15th (with no grace period) or if such day is not a grace period through March 15th) Business Day, the immediately preceding Business Day (with no cure period), with respect to the Certifying Servicers, of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2008, an Officer’s 's Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s 's activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s 's performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s 's supervision and (B) to the best of such officer’s 's knowledge, based on such review, such Certifying Servicer has fulfilled all of its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st Promptly after receipt of each yearsuch Officer's Certificate, commencing in 2015the Depositor shall have the right to review such Officer's Certificate and, contact the Trustee and inquire if applicable, consult with each Certifying Servicer, as applicable, as to whether the nature of any Advance was failures by such Certifying Servicer, in the fulfillment of any of the Certifying Servicer's obligations hereunder or under the applicable sub-servicing or primary servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Reporting Sub-Servicer shall be required to deliver, or to endeavor to cause the delivery of, any such Officer's Certificate until April 15, in the case of a Certifying Servicer, or April 1, in the case of any Additional Servicer (excluding any Primary Servicer) or any Reporting Sub-Servicer (excluding any Primary Servicer), in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be made by filed in respect of the Trustee during Trust for the preceding calendar year. Notwithstanding the provisions of the immediately preceding paragraph, and if no such Advance was required with respect to be made by each year in respect of which the TrusteeTrust is not subject to the reporting requirements of the Exchange Act, then the Trustee shall not be required to deliver any its annual compliance statement required by this Section 11.12(a) for such periodset forth above.

Appears in 3 contracts

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq13), Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq13), Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq13)

Annual Compliance Statements. (a) The Master ServicersOn or before March 1 of each year, commencing in 2017, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, Administrator and the Trustee (but only provided, however, that the Trustee shall not be required to the extent set forth in the last sentence deliver an assessment of this paragraphcompliance with respect to any period during which there was no Applicable Servicing Criteria applicable to it), any Additional Servicer at its own expense, shall furnish (and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit S with which it has entered into a servicing relationship with respect to the Mortgage Loans toLoan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to the Trust Advisor (in Certificate Administrator and the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule Certificate Administrator’s Website and the 17g-5 Information Provider’s Website Website, as applicable, pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year8.14(b)), commencing in 2015 the Trustee, the Depositor and the Companion Loan Holders (or, in the case if a Companion Loan is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying ServicerPerson’s activities during the preceding calendar year or portion thereof and of such Certifying ServicerPerson’s performance under this Agreement, Agreement or the applicable subSub-servicing agreement or primary servicing agreement in the case of an Additional ServicerServicing Agreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer Person has fulfilled all its obligations under this Agreement, Agreement or the applicable subSub-servicing agreement or primary servicing agreement in the case of an Additional ServicerServicing Agreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing in 2015the Depositor (and, contact if a Companion Loan is part of an Other Securitization Trust, the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Trust Loan or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or the Companion Loans during the applicable period, whether any Advance was or not the Certifying 218 Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such Compliance Report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 3 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate AdministratorCustodian, the Trustee (but only to and the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) Certificate Administrator (each, a “Certifying Servicer”) shall (and the Master Servicers and the Special Servicers each such party shall (i) with respect to any each Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated engaged by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) the Certifying Servicer that is a Designated an Initial Sub-Servicer of such partyServicer, use commercially reasonable efforts to cause, cause such Additional Servicer to deliver to and (ii) with respect to any each other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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 Loans, cause such Additional Servicer to deliver to), on or before March 15th of each year, commencing in March 2014, deliver to the DepositorTrustee, the Certificate Administrator, Administrator (which copy shall be deemed furnished by the Trust Advisor (in the case of a Special Servicer onlyCertificate Administrator when made available on its Internet website), the Rule Depositor and the 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)Website), an Officer’s Certificate Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Such Officer’s Certificate shall be provided in EXXXX-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, shall prior to March 1st make a copy of each yearsuch statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, commencing the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in 2015form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, contact the Trustee and inquire Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether any Advance was or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be made by delivered. None of the Trustee during Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. In the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and if no each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Advance was required party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to be made cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the Trusteeperiod of time that the Master Servicer, then the Special Servicer, the Trustee shall not be required or the Certificate Administrator was subject to deliver any compliance statement required by this Section 11.12(a) for Agreement or the period of time that such periodAdditional Servicer was subject to such other servicing agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C15), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14)

Annual Compliance Statements. (a) The Master ServicersOn or before March 1 of each year, commencing in 2023, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian and the Trustee (but only if it has made, or is required to make, an Advance during the extent set forth in the last sentence of this paragraphapplicable calendar year), any Additional Servicer at its own expense, shall furnish (and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loans toLoan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer, the Custodian, the Certificate AdministratorAdministrator and the Trustee (if it has made, or is required to make, an Advance during the Trust Advisor (in the case of a Special Servicer onlyapplicable calendar year), a “Certifying Servicer”) to the Rule Certificate Administrator and the 17g-5 Information Provider (who shall promptly post such report it to the Rule Certificate Administrator’s Website and the 17g-5 Information Provider’s Website Website, as applicable, pursuant to Section 8.12(c8.14(b)), the Trustee, the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer), the Depositor and the Companion Loan Holder(s) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of a Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which such Certifying Servicer has entered into a 278 servicing relationship with respect to the Trust Loan or the Companion Loan(s) in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such Compliance Report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 3 contracts

Samples: Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8), Trust and Servicing Agreement (Bank 2022-Bnk41), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2022-C62)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Custodian and the Certificate Administrator, the Trustee Administrator shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer, the Special Servicer, the Custodian and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer and the Certificate Administrator, a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans to, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 Companion Loan Holders (or, in the case of a Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate to such furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor on or before March 1st (subject to a grace period through 15 of each year, commencing in March 5th))2015, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, subject to Section 11.13 of this Agreement, each Rating Agency. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to any Non-Serviced Mortgage Loan serviced under the Trustee during applicable Other Pooling and Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no such Advance was required upon receipt deliver to be made by the Depositor, from an Other Master Servicer, Other Special Servicer, Other Trustee, then Other Paying Agent or Other Certificate Administrator an Officer’s Certificate in form and substance similar to the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the applicable Other Pooling and Servicing Agreement. The Certificate Administrator shall notify the Depositor if such Officer’s Certificate has been requested from an Other Master Servicer, Other Special Servicer, Other Trustee, Other Paying Agent or Other Certificate Administrator but has not been delivered within 3 Business Days.

Appears in 3 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Custodian and the Certificate Administrator, the Trustee Administrator shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer, the Special Servicer, the Custodian and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer and the Certificate Administrator, a servicing relationship with respect to the Mortgage Loans to, deliver “Certifying Servicer”) to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party, and the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer only), and after the Rule 17g-5 Information Provider (who shall promptly post such report to occurrence and during the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) continuance of this Agreementa Control Termination Event) on or before March 1st (subject to a grace period through March 15th) 15 of each year, in an XXXXX Compatible Format, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2016, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during a reporting period consisting of the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereofreporting period, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to any Non-Serviced Mortgage Loan serviced under the Trustee during applicable Other Pooling and Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no such Advance was required upon receipt deliver to be made by the Depositor, from the related Other Master Servicer, the related Other Special Servicer, the related Other Trustee, then the Trustee shall not be required related Other Paying Agent or the related Other Certificate Administrator an Officer’s Certificate in form and substance similar to deliver any compliance statement required by the Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the applicable Other Pooling and Servicing Agreement. The Certificate Administrator shall notify the Depositor if such Officer’s Certificate has been requested from an Other Master Servicer, Other Special Servicer, Other Trustee, Other Paying Agent or Other Certificate Administrator but has not been delivered within 3 Business Days.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (CSAIL 2015-C4 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C2 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special Servicers, Servicer and the Certificate Administrator, the Trustee Administrator shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer, the Special Servicer and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer and the Certificate Administrator, a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans to, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 Companion Loan Holders (or, in the case of a Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate to such furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor on or before March 1st (subject to a grace period through 15 of each year, commencing in March 5th))2015, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, subject to Section 11.13 of this Agreement, each Rating Agency. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such perioddelivered.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc18), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc19), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc18)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans toCertificate Administrator, deliver to the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer) and the Depositor on or before March 1 of each year, commencing in March 2022, an Officer’s Certificate (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Mortgage Loan serviced under the Trustee during applicable Outside Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Outside Servicing Agreement.

Appears in 3 contracts

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

Annual Compliance Statements. (a) The Master Servicers, Servicer and the Special ServicersServicer shall, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Special Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, shall cause each Additional Servicer and 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, deliver to the Depositor, Depositor and the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) Paying Agent on or before March 1st (subject to a grace period through March 15th) 1 of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))[________] 20[__], an Officer’s 's Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s 's activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s 's performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s 's supervision and (B) to the best of such officer’s 's knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall prior cause each Additional Servicer with which it has entered into a servicing relationship with respect to March 1st the Mortgage Loans to, forward a copy of each yearsuch statement to the Rating Agencies and the Directing Certificateholder. Promptly after receipt of each such Officer's Certificate, commencing in 2015the Depositor shall review each such Officer's Certificate and, contact if applicable, consult with the Trustee and inquire Master Servicer or the Special Servicer, as applicable, as to the nature of any failures by the Master Servicer or the Special Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Master Servicer's, Special Servicer's or Additional Servicer's obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Master Servicer, the Special Servicer and each Additional Servicer under this Section apply to the Master Servicer, the Special Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether any Advance was or not the Master Servicer, the Special Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer or Additional Servicer at the time such Officer's Certificate is required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such perioddelivered.

Appears in 3 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans toCertificate Administrator, deliver to the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer and only after the occurrence and during the continuance of a Control Termination Event) and the Depositor on or before March 1 of each year, commencing in March 2020, an Officer’s Certificate (together with a copy thereof in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only)applicable Other Depositor, the Rule 17g-5 Information Provider (who shall promptly post such report to applicable Other Exchange Act Reporting Party and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(capplicable Certifying Servicer) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Mortgage Loan serviced under the Trustee during applicable Outside Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Outside Servicing Agreement.

Appears in 3 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer and the Special Servicers Servicer shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a the Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 2013 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a the Special Servicer, such party shall provide such Officer’s Certificate to such the Special Servicer on or before March 1st (subject to a grace period through March 5th)), and promptly, but not earlier than the second Business Day after such party provides the Rule 17g-5 Information Provider such report, each Rating Agency (and other than with respect to the Certificate Administrator’s obligation to deliver any such reports, to any depositor and trustee for any other securitization trust relating to a Companion Loan), on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2013, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st of each year, commencing in 2015, contact the Trustee and inquire as to whether any Advance was required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.

Appears in 3 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer and the Special Servicers Servicer shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a the Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 2012 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a the Special Servicer, such party shall provide such Officer’s Certificate to such the Special Servicer on or before March 1st (subject to a grace period through March 5th)), and promptly, but not earlier than the second Business Day after such party provides the 17g-5 Information Provider such report, each Rating Agency, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st of each year, commencing in 2015, contact the Trustee and inquire as to whether any Advance was required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersTrustee, the Special Servicers, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Master Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)the Special Servicer shall, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Special Servicer of such party, shall use commercially reasonable efforts (including enforcement as such term is described in Section 3.22(c)) to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, cause each Additional Servicer and 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, deliver to the Depositor, Depositor and the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) Trustee on or before March 1st (subject to a grace period through March 15th) 15 of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))201[_], an Officer’s Certificate stating, as to the signer thereofCertifying Servicer, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st Promptly after receipt of each yearsuch Officer’s Certificate, commencing in 2015the Depositor shall review each such Officer’s Certificate and, contact the Trustee and inquire if applicable, consult with such Certifying Servicer as to the nature of any failures by such Certifying Servicer, or any related Additional Servicer with which such Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of such Certifying Servicer’s obligations hereunder or under the applicable Sub-Servicing Agreement or primary servicing agreement. The obligations of each Certifying Servicer under this Section 11.09 apply to the extent that such Certifying Servicer serviced a Mortgage Loan during the applicable period, whether any Advance was or not the Master Servicer, the Special Servicer or Additional Servicer is acting as a Certifying Servicer at the time such Officer’s Certificate is required to be made by delivered. In the event the Master Servicer, the Special Servicer or the Trustee during is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and the Master Servicer shall use its reasonable efforts to cause any Certifying Servicer that resigns or is terminated under any applicable servicing agreement to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the period of time that the Master Servicer, the Special Servicer or the Trustee was subject to this Agreement or the period of time that the Certifying Servicer was subject to such other servicing agreement. No Certifying Servicer shall be required to cause the delivery of any such Officer’s Certificate until April 15 in any given year so long as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate AdministratorCustodian, the Trustee (but only to and the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) Certificate Administrator (each, a “Certifying Servicer”) shall (and the Master Servicers and the Special Servicers each such party shall (i) with respect to any each Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated engaged by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) the Certifying Servicer that is a Designated an Initial Sub-Servicer of such partyServicer, use commercially reasonable efforts to cause, cause such Additional Servicer to deliver to and (ii) with respect to any each other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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 Loans, cause such Additional Servicer to deliver to), on or before March 15th of each year, commencing in March 2013, deliver to the DepositorTrustee, the Certificate Administrator, Administrator (which copy shall be deemed furnished by the Trust Advisor (in the case of a Special Servicer onlyCertificate Administrator when made available on its Internet website), the Rule Depositor and the 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)Provider Website), an Officer’s Certificate Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Such Officer’s Certificate shall be provided in XXXXX-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, shall prior to March 1st make a copy of each yearsuch statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, commencing the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in 2015form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, contact the Trustee and inquire Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether any Advance was or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be made by delivered. None of the Trustee during Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. In the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and if no each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Advance was required party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to be made cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the Trusteeperiod of time that the Master Servicer, then the Special Servicer, the Trustee shall not be required or the Certificate Administrator was subject to deliver any compliance statement required by this Section 11.12(a) for Agreement or the period of time that such periodAdditional Servicer was subject to such other servicing agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9)

Annual Compliance Statements. (a) The Master ServicersOn or before March 1 of each year, commencing in 2019, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan), the Certificate Administrator, Administrator and the Trustee (but only provided, however that the Trustee shall not be required to the extent set forth in the last sentence deliver an assessment of this paragraphcompliance with respect to any period during which there was no Applicable Servicing Criteria applicable to it), any Additional Servicer at its own expense, shall furnish (and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loans toWhole Loan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to the Trust Advisor (in Certificate Administrator and the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule Certificate Administrator’s Website and the 17g-5 Information Provider’s Website Website, as applicable, pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year8.14(b)), commencing in 2015 the Trustee, the Depositor and the Companion Loan Holders (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerCompanion Loan that is part of a Companion Loan Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Companion Loan Depositor and Companion Loan Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying ServicerPerson’s activities during the preceding calendar year or portion thereof and of such Certifying ServicerPerson’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer Person has fulfilled all its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Companion Loan Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of a Companion Loan Securitization Trust, contact the Trustee applicable Companion Loan Depositor and inquire Companion Loan Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Trust Loan or a Companion Loan in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such Compliance Report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 2 contracts

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

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Annual Compliance Statements. (a) The Master ServicersServicer, the Special Servicers, Servicer and the Certificate Administrator, the Trustee Administrator shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer, the Special Servicer and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer and the Certificate Administrator, a servicing relationship with respect to the Mortgage Loans to, deliver “Certifying Servicer”) to the Depositor, the Certificate Administrator, Administrator and the Trust Operating Advisor (only in the case of a an Officer’s Certificate furnished by the Special Servicer only), and after the Rule 17g-5 Information Provider (who shall promptly post such report to occurrence and during the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) continuance of this Agreementa Control Termination Event) on or before March 1st (subject to a grace period through March 15th) 15 of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2013, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, subject to Section 11.13 of this Agreement, each Rating Agency. Promptly after receipt of each yearsuch Officer’s Certificate, commencing in 2015the Depositor may review each such Officer’s Certificate and, contact if applicable, consult with the Trustee and inquire Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to any Non-Serviced Trust Loan serviced under the Trustee during Other Pooling and Servicing Agreement, the preceding calendar yearCertificate Administrator shall obtain, and if no such Advance was required upon receipt deliver to be made by the TrusteeDepositor, then from the Other Master Servicer, Other Special Servicer, Other Trustee shall not be required and Other Paying Agent or Other Certificate Administrator an Officer’s Certificate in form and substance similar to deliver any compliance statement required by the Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Other Pooling and Servicing Agreement.

Appears in 2 contracts

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

Annual Compliance Statements. The Master Servicer, the Special Servicer, the Primary Servicer and the Paying Agent and each Sub-Servicer (each a "Certifying Servicer") shall (and the Master Servicer, the Special Servicer, the Primary Servicer and the Paying Agent shall (a) The Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee (but only use reasonable efforts to the extent set forth in the last sentence of this paragraph), any cause each Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to, ) deliver electronically to the Depositor, the Certificate Administrator, Paying Agent and the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) Trustee on or before March 1st 7th, with respect to any Additional Servicer and each Sub-Servicer (subject excluding the Primary Servicer), or March 15th or if such day is not a Business Day, the immediately preceding Business Day (with no cure period), with respect to a grace period through March 15th) the Master Servicer, the Special Servicer, the Primary Servicer or the Paying Agent, of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2007, an Officer’s 's Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s 's activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s 's performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s 's supervision and (B) to the best of such officer’s 's knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Each Certifying Servicer shall, and the Master Servicer, the Special Servicer, the Primary Servicer and the Paying Agent shall (a) use reasonable efforts to cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to, forward a copy of each such statement to the Rating Agencies and the Operating Adviser. Promptly after receipt of each such Officer's Certificate, the Depositor shall have the right to review such Officer's Certificate Administratorand, if applicable, consult with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, in the fulfillment of any of the Certifying Servicer's obligations hereunder or under the applicable sub-servicing or primary servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Sub-Servicer shall be required to deliver, or to endeavor to cause the delivery of, any such Officer's Certificate until April 15, in the case of a Certifying Servicer, or April 1, in the case of any Additional Servicer (excluding the Primary Servicer) or any Sub-Servicer (excluding the Primary Servicer), in any given year so long as it has received written confirmation (which shall be provided prior to March 1st of each year, commencing in 2015, contact 1) from the Trustee and inquire as to whether any Advance was Depositor that a Form 10-K is not required to be made by filed in respect of the Trustee during Trust for the preceding calendar year. If any Serviced Companion Mortgage Loan is deposited into an Other Securitization, each Certifying Servicer, to the extent applicable, shall provide, if requested by a party to the Other Pooling and if no Servicing Agreement, an Officer's Certificate as set forth in this Section. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer will use reasonable best efforts to procure an Officer's Certificate as set forth in this Section, or in the form specified in the applicable Non-Serviced Pooling and Servicing Agreement, from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer and the Non-Serviced Mortgage Loan Trustee in form and substance similar to the Officer's Certificate described in this Section. The Master Servicer shall promptly forward to the Paying Agent and the Depositor any such Advance was required to be made Officer's Certificate received by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such periodMaster Servicer.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Top23), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Top24)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special Servicers, Servicer and the Certificate Administrator, the Trustee Administrator shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the preceding parties, (ii) or (iii) of Regulation AB) (eachas applicable, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer and the Certificate Administrator, a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans to, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 Companion Loan Holders (or, in the case of a Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate to such furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor on or before March 1st (subject to a grace period through 15 of each year, commencing in March 5th))2013, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such perioddelivered.

Appears in 2 contracts

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

Annual Compliance Statements. The Reporting Servicers (each a "Certifying Servicer") shall each (and the Reporting Servicers shall (a) The Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee (but only use reasonable efforts to the extent set forth in the last sentence of this paragraph), any cause each Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Reporting Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans to, deliver and (b) cause each Additional Servicer and each Reporting Sub-Servicer (other than any party to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to) deliver electronically to the Depositor and the Paying Agent on or before March 1st 15th (subject with no grace period), with respect to any Additional Servicer and each Reporting Sub-Servicer (other than any party to this Agreement), or March 15th (with no grace period) or if such day is not a grace period through March 15th) Business Day, the immediately preceding Business Day (with no cure period), with respect to the Certifying Servicers, of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2008, an Officer’s 's Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s 's activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s 's performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s 's supervision and (B) to the best of such officer’s 's knowledge, based on such review, such Certifying Servicer has fulfilled all of its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st Promptly after receipt of each yearsuch Officer's Certificate, commencing in 2015the Depositor shall have the right to review such Officer's Certificate and, contact the Trustee and inquire if applicable, consult with each Certifying Servicer, as applicable, as to whether the nature of any Advance was failures by such Certifying Servicer, in the fulfillment of any of the Certifying Servicer's obligations hereunder or under the applicable sub-servicing or primary servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Reporting Sub-Servicer shall be required to deliver, or to endeavor to cause the delivery of, any such Officer's Certificate until April 15, in the case of a Certifying Servicer, or April 1, in the case of any Additional Servicer (excluding any Primary Servicer) or any Reporting Sub-Servicer (excluding any Primary Servicer), in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be made by filed in respect of the Trustee during Trust for the preceding calendar year. Notwithstanding the provisions of the immediately preceding paragraph, and if no such Advance was required with respect to be made by each year in respect of which the TrusteeTrust is not subject to the reporting requirements of the Exchange Act, then neither the Paying Agent nor the Trustee shall not be required to deliver any its annual compliance statement required by set forth above in this Section 11.12(a) 13.9. If a Serviced Companion Loan is deposited into an Other Securitization, each Certifying Servicer responsible for such periodperforming servicing functions with respect to the related Senior Mortgage Loan shall provide, if requested by a party to the applicable Other Pooling and Servicing Agreement, an Officer's Certificate as described in this Section. For the avoidance of doubt, for so long as any Other Securitization is subject to the reporting requirements of the Exchange Act, the obligations set forth above shall apply even if the Trust is no longer subject to the reporting requirements of the Exchange Act.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq16), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Iq15)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate AdministratorCustodian, the Trustee (but only to and the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) Certificate Administrator (each, a “Certifying Servicer”) shall (and the Master Servicers and the Special Servicers each such party shall (i) with respect to any each Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated engaged by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) the Certifying Servicer that is a Designated an Initial Sub-Servicer of such partyServicer, use commercially reasonable efforts to cause, cause such Additional Servicer to deliver to and (ii) with respect to any each other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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 Loans, cause such Additional Servicer to deliver to), on or before March 15th of each year, commencing in March 2014, deliver to the DepositorTrustee, the Certificate Administrator, Administrator (which copy shall be deemed furnished by the Trust Advisor (in the case of a Special Servicer onlyCertificate Administrator when made available on its Internet website), the Rule Depositor and the 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)Website), an Officer’s Certificate Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Such Officer’s Certificate shall be provided in EXXXX-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, shall prior to March 1st make a copy of each yearsuch statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, commencing the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in 2015form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, contact the Trustee and inquire Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether any Advance was or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be made by delivered. None of the Trustee during Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. In the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and if no each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Advance was required party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to be made cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by the Trusteesuch party that resigns or is terminated under any applicable servicing agreement, then the Trustee shall not be required cause such Additional Servicer to deliver any provide, an annual statement of compliance statement required by this Section 11.12(a) for such period.pursuant to this

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Trust Advisor, the Certificate Administrator, and, if it has made an Advance during the applicable calendar year, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall (and the Master Servicers Servicer, the Special Servicer and the Special Servicers Certificate Administrator shall (ia) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, cause each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to, ) deliver electronically to the Depositor, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator, ’s Website pursuant to Section 5.4) and the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), solely in the case of the Special Servicer to the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, solely in the case of this Agreement) the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan, as applicable, on or before March 1st 15th with respect to any Certifying Servicer or on or before March 7th, with respect to any Additional Servicer and each Sub-Servicer, or if any such day is not a Business Day, the immediately preceding Business Day (subject with no cure period), with respect to a grace period through March 15th) the Master Servicer, the Special Servicer, the Trust Advisor or the Certificate Administrator, of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2013, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s or Additional Servicer’s, as the case may be, activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s or Additional Servicer’s, as the case may be, performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer or Additional Servicer’s, as the case may be, has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Each Certifying Servicer shall, and the Master Servicer, the Special Servicer, the Trust Advisor and the Certificate AdministratorAdministrator shall (a) use commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans to, and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans to, forward a copy of each such statement to the Rating Agencies (subject to Section 5.7) and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period). Promptly after receipt of each such Officer’s Certificate, the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review such Officer’s Certificate and, if applicable, consult with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer in the fulfillment of any of the Certifying Servicer’s obligations hereunder, or any failures by an Additional Servicer retained by such Certifying Servicer in the fulfillment of any of such Additional Servicer’s obligations under the applicable sub-servicing or primary servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Sub-Servicer shall be required to deliver, or to endeavor to cause the delivery of, any such Officer’s Certificate until April 15, in the case of a Certifying Servicer, or April 1, in the case of any Additional Servicer or any Sub-Servicer, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st of each year, commencing in 2015, contact 1st) from the Trustee and inquire as to whether any Advance was Certificate Administrator that a Form 10-K is not required to be made by filed in respect of the Trustee during Trust for the preceding calendar year. If any Serviced Companion Loan is deposited into an Other Securitization, each Certifying Servicer, to the extent applicable, shall provide (within the time periods provided for under the related Other Companion Loan Pooling and Servicing Agreement to permit such requesting party to comply with its reporting obligations thereunder), if no requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an Officer’s Certificate as set forth in this Section. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use reasonable best efforts to procure an Officer’s Certificate as set forth in this Section, or in the form specified in the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement, from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator and the Non-Serviced Mortgage Loan Custodian in form and substance similar to the Officer’s Certificate described in this Section. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such Advance was required to be made Officer’s Certificate received by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such periodMaster Servicer.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer and the Special Servicers Servicer shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a the Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 2013 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a the Special Servicer, such party shall provide such Officer’s Certificate to such the Special Servicer on or before March 1st (subject to a grace period through March 5th)), and promptly, but not earlier than the second Business Day after such party provides the Rule 17g-5 Information Provider such report, each Rating Agency, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st of each year, commencing in 2015, contact the Trustee and inquire as to whether any Advance was required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersOn or before March 1 of each year, commencing in 2023, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian and the Trustee (but only if it has made, or is required to make, an Advance during the extent set forth in the last sentence of this paragraphapplicable calendar year), any Additional Servicer at its own expense, shall furnish (and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loans toLoan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer, the Custodian, the Certificate AdministratorAdministrator and the Trustee (if it has made, or is required to make, an Advance during the Trust Advisor (in the case of a Special Servicer onlyapplicable calendar year), a “Certifying Servicer”) to the Rule Certificate Administrator and the 17g-5 Information Provider (who shall promptly post such report it to the Rule Certificate Administrator’s Website and the 17g-5 Information Provider’s Website Website, as applicable, pursuant to Section 8.12(c8.14(b)), the Trustee, the Operating Advisor (only in the case of an Officer’s Certificate furnished by the Special Servicer), the Depositor and the Companion Loan Holder(s) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of a Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which such Certifying Servicer has entered into a servicing relationship with respect to the Trust Loan or the Companion Loan(s) in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such Compliance Report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Trust Advisor, the Certificate Administrator, the Custodian, and, if it has made an Advance during the applicable calendar year, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall (and the Master Servicers Servicer, the Special Servicer, the Certificate Administrator and the Special Servicers Custodian shall (ia) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, cause each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to, ) deliver electronically to the Depositor, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator, ’s Website pursuant to Section 5.4) and the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), solely in the case of the Special Servicer to the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, solely in the case of this Agreement) the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan, as applicable, on or before March 1st 15th with respect to any Certifying Servicer or on or before March 7th, with respect to any Additional Servicer and each Sub-Servicer (subject other than Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as primary servicer under the Primary Servicing Agreement whose deadline shall be March 10th if delivered directly to the Depositor with a grace period through March 15th) copy to the Master Servicer), or if any such day is not a Business Day, the immediately preceding Business Day (with no cure period), with respect to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator or the Custodian, of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2013, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s or Additional Servicer’s, as the case may be, activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s or Additional Servicer’s, as the case may be, performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer or Additional Servicer’s, as the case may be, has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Each Certifying Servicer shall, and the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate AdministratorAdministrator and the Custodian shall (a) use commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans to, and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans to, forward a copy of each such statement to the Rating Agencies (subject to Section 5.7) and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period). Promptly after receipt of each such Officer’s Certificate, the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review such Officer’s Certificate and, if applicable, consult with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer in the fulfillment of any of the Certifying Servicer’s obligations hereunder, or any failures by an Additional Servicer retained by such Certifying Servicer in the fulfillment of any of such Additional Servicer’s obligations under the applicable sub-servicing or primary servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Sub-Servicer shall be required to deliver, or to endeavor to cause the delivery of, any such Officer’s Certificate until April 15, in the case of a Certifying Servicer, or April 1, in the case of any Additional Servicer or any Sub-Servicer, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st of each year, commencing in 2015, contact 1st) from the Trustee and inquire as to whether any Advance was Certificate Administrator that a Form 10-K is not required to be made by filed in respect of the Trustee during Trust for the preceding calendar year. If any Serviced Companion Loan is deposited into an Other Securitization, each Certifying Servicer, to the extent applicable, shall provide (within the time periods provided for under the related Other Companion Loan Pooling and Servicing Agreement to permit such requesting party to comply with its reporting obligations thereunder), if no requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an Officer’s Certificate as set forth in this Section. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use reasonable best efforts to procure an Officer’s Certificate as set forth in this Section, or in the form specified in the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement, from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator and the Non-Serviced Mortgage Loan Custodian in form and substance similar to the Officer’s Certificate described in this Section. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such Advance was required to be made Officer’s Certificate received by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such periodMaster Servicer.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special Servicers, the Certificate AdministratorServicer, the Trustee (but only to and the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) Paying Agent (each, a "Certifying Servicer") shall deliver to (and the Master Servicers and the Special Servicers each such party shall (i) with respect to any each Additional Servicer engaged by such Master Servicer, Special Servicer, Trustee or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) Paying Agent that is a Designated an Initial Sub-Servicer of such partyServicer, use commercially reasonable efforts to cause, cause and (ii) with respect to any each other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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 Loans, cause the delivery to, deliver to ) the Depositor, Depositor and the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) Paying Agent on or before March 1st (subject to a grace period through March 15th) 15 of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2007, an Officer’s 's Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s 's activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s 's performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s 's supervision and (B) to the best of such officer’s 's knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer, shall prior to March 1st of each yearthe Special Servicer, commencing in 2015, contact the Trustee and inquire the Paying Agent shall, and each such party shall (i) with respect to each Additional Servicer engaged by such Master Servicer, Special Servicer, Trustee or Paying Agent that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause to forward a copy of each such statement (or, in the case of the Trustee and the Paying Agent, make a copy of each such statement available on its internet website) to the Rating Agencies and the Directing Certificateholder. Promptly after receipt of each such Officer's Certificate, the Depositor may review each such Officer's Certificate and, if applicable, consult with the Master Servicer, the Special Servicer, the Trustee or the Paying Agent, as applicable, as to the nature of any failures by the Master Servicer, the Special Servicer, the Trustee or the Paying Agent, respectively, or any related Additional Servicer with which the Master Servicer, the Special Servicer, the Trustee or the Paying Agent, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Master Servicer's, Special Servicer's, Trustee's and Paying Agent's or Additional Servicer's obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Master Servicer, the Special Servicer, the Trustee and the Paying Agent and each Additional Servicer under this Section apply to the Master Servicer, the Special Servicer, the Trustee and the Paying Agent and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether any Advance was or not the Master Servicer, the Special Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee and the Paying Agent or Additional Servicer at the time such Officer's Certificate is required to be made by delivered. None of the Trustee during Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. In the event the Master Servicer, the Special Servicer, the Trustee or the Paying Agent is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and if no each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Advance was required party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to be made cause and (ii) with respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the Trusteeperiod of time that the Master Servicer, then the Special Servicer, the Trustee shall not be required or the Paying Agent was subject to deliver any compliance statement required by this Section 11.12(a) for Agreement or the period of time that such periodAdditional Servicer was subject to such other servicing agreement.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans to, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate to such furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor on or before March 1st (subject to a grace period through 15 of each year, commencing in March 5th))2016, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Controlling Class Representative Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Trust Loan serviced under the Trustee during applicable Other Pooling and Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Other Pooling and Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Other Pooling and Servicing Agreement.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special Servicers, Servicer and the Certificate Administrator, the Trustee Administrator shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer, the Special Servicer and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer and the Certificate Administrator, a servicing relationship with respect to the Mortgage Loans to, deliver “Certifying Servicer”) to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 Companion Loan Holders (or, in the case of a Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate to such furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor on or before March 1st (subject to a grace period through 15 of each year, commencing in March 5th))2015, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, subject to Section 11.13 of this Agreement, each Rating Agency. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to any Non-Serviced Mortgage Loan serviced under the Trustee during applicable Other Pooling and Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no such Advance was required upon receipt deliver to be made by the Depositor, from an Other Master Servicer, Other Special Servicer, Other Trustee, then Other Paying Agent or Other Certificate Administrator an Officer’s Certificate in form and substance similar to the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the applicable Other Pooling and Servicing Agreement. The Certificate Administrator shall notify the Depositor if such Officer’s Certificate has been requested from an Other Master Servicer, Other Special Servicer, Other Trustee, Other Paying Agent or Other Certificate Administrator but has not been delivered within 3 Business Days.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersOn or before March 1 of each year, commencing in 2019, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan), the Certificate Administrator, Administrator and the Trustee (but only provided, however that the Trustee shall not be required to the extent set forth in the last sentence deliver an assessment of this paragraphcompliance with respect to any period during which there was no Applicable Servicing Criteria applicable to it), any Additional Servicer at its own expense, shall furnish (and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loans toWhole Loan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to the Trust Advisor (in Certificate Administrator and the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule Certificate Administrator’s Website and the 17g-5 Information Provider’s Website Website, as applicable, pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year8.14(b)), commencing in 2015 the Trustee, the Depositor and the Companion Loan Holders (or, in the case of an Additional Servicer or Servicing Function Participant with respect to the Senior Companion Loan that is part of a Special ServicerSenior Companion Loan Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Senior Companion Loan Depositor and Senior Companion Loan Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying ServicerPerson’s activities during the preceding calendar year or portion thereof and of such Certifying ServicerPerson’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer Person has fulfilled all its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Senior Companion Loan Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015any case of the Senior Companion Loan that is part of a Senior Companion Loan Securitization Trust, contact the Trustee applicable Senior Companion Loan Depositor and inquire Senior Companion Loan Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Trust Loan or a Companion Loan in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such Compliance Report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersOn or before March 1 of each year, commencing in 2020, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Trust Loan, and for so long as any Companion Loan Securitization is subject to reporting requirements of the Exchange Act, the Whole Loan), the Certificate Administrator, Administrator and the Trustee (but only provided, however that the Trustee shall not be required to the extent set forth in the last sentence of this paragraphdeliver an annual compliance statement with respect to any period during which there was no Applicable Servicing Criteria applicable to it), any Additional Servicer at its own expense, shall furnish (and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loans toWhole Loan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to the Trust Advisor (in Certificate Administrator and the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule Certificate Administrator’s Website and the 17g-5 Information Provider’s Website Website, as applicable, pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year8.14(b)), commencing in 2015 the Trustee, the Depositor and the Companion Loan Holders (or, in the case of an Additional Servicer or Servicing Function Participant with respect to the Companion Loan that is part of a Special ServicerCompanion Loan Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Companion Loan Depositor and Companion Loan Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying ServicerPerson’s activities during the preceding calendar year or portion thereof and of such Certifying ServicerPerson’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer Person has fulfilled all its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Companion Loan Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015any case of the Companion Loan that is part of a Companion Loan Securitization Trust, contact the Trustee applicable Companion Loan Depositor and inquire Companion Loan Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Trust Loan or a Companion Loan in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such compliance report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special Servicers, the Certificate AdministratorServicer, the Trustee (but only to and the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) Paying Agent (each, a “Certifying Servicer”) shall (and the Master Servicers and the Special Servicers each such party shall (i) with respect to any each Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated engaged by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) the Certifying Servicer that is a Designated an Initial Sub-Servicer of such partyServicer, use commercially reasonable efforts to cause, cause such Additional Servicer to deliver to and (ii) with respect to any each other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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 Loans, cause such Additional Servicer to deliver to, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) 15th of each year, commencing in 2015 March 2012, deliver to the Trustee, the Paying Agent (orwhich copy shall be deemed furnished by the Trustee and the Paying Agent when made available on its internet website), in the case of an Additional Servicer or Servicing Function Participant with respect Depositor and the 17g-5 Information Provider and, on the second Business Day after providing such statement to a Special Servicerthe 17g-5 Information Provider, such party shall the 17g-5 Information Provider will provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))each Rating Agency, an Officer’s Certificate Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Such Officer’s Certificate Administratorshall be provided in EXXXX compatible format, or in such other format agreed upon by the Depositor, the Paying Agent and such providing parties. Each Certifying Servicer shall prior (i) with respect to March 1st each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each yearsuch statement (or, commencing in 2015, contact the case of the Trustee and inquire the Paying Agent, make a copy of each such statement available on its internet website) to the Directing Certificateholder and the 17g-5 Information Provider and, on the second Business Day after providing such statement to the 17g-5 Information Provider, to each Rating Agency. Promptly after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether any Advance was or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or Additional Servicer at the time such Officer’s Certificate is required to be made by delivered. None of the Trustee during Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. In the event the Master Servicer, the Special Servicer, the Trustee or the Paying Agent is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and if no each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Advance was required party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to be made cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the Trusteeperiod of time that the Master Servicer, then the Special Servicer, the Trustee shall not be required or the Paying Agent was subject to deliver any compliance statement required by this Section 11.12(a) for Agreement or the period of time that such periodAdditional Servicer was subject to such other servicing agreement.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer and the Special Servicers Servicer shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a the Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 2013 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a the Special Servicer, such party shall provide such Officer’s Certificate to such the Special Servicer on or before March 1st (subject to a grace period through March 5th)), and promptly, but not earlier than the second Business Day after such party provides the Rule 17g-5 Information Provider such report, each Rating Agency (and other than with respect to the Certificate Administrator’s obligation to deliver any such reports, to any depositor and trustee for any other securitization trust relating to a Serviced Pari Passu Companion Loan), on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2013, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st of each year, commencing in 2015, contact the Trustee and inquire as to whether any Advance was required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special Servicers, Servicer and the Certificate AdministratorAdministrator shall furnish, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and Servicer or the Special Servicers Servicer shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, cause each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to any Mortgage Loan or the Companion Loan after the Closing Date and shall use its commercially reasonable efforts to cause each Additional Servicer with which it has entered into a servicing relationship with respect to any Mortgage Loans toLoan or the Companion Loan on or prior to the Closing Date (each such Additional Servicer and each of the Master Servicer, deliver the Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to deliver, to the Depositor, the Certificate Administrator, the Trust Operating Advisor (only in the case of a an Officer’s Certificate furnished by the Special Servicer only), and after the Rule 17g-5 Information Provider (who shall promptly post such report to occurrence and during the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(ccontinuance of a Control Termination Event) of this Agreement) and the Companion Loan Holder on or before March 1st (subject to a grace period through March 15th) 15 of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2012, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, subject to Section 11.13 of this Agreement, each Rating Agency. Promptly after receipt of each yearsuch Officer’s Certificate, commencing in 2015the Depositor may review each such Officer’s Certificate and, contact if applicable, consult with the Trustee and inquire Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loan in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. None of the Trustee during Certifying Servicers or any Additional Servicer or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such Officer’s Certificate until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust from the preceding calendar year, and if no . No Reporting Servicer shall be required to cause the delivery of any such Advance was assessments until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be made by filed in respect of the Trustee, then Trust for the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such periodpreceding calendar year.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate AdministratorCustodian, the Trustee (but only to and the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) Certificate Administrator (each, a “Certifying Servicer”) shall (and the Master Servicers and the Special Servicers each such party shall (i) with respect to any each Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated engaged by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) the Certifying Servicer that is a Designated an Initial Sub-Servicer of such partyServicer, use commercially reasonable efforts to cause, cause such Additional Servicer to deliver to and (ii) with respect to any each other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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 Loans, cause such Additional Servicer to deliver to), on or before March 15th of each year, commencing in March 2013, deliver to the DepositorTrustee, the Certificate Administrator, Administrator (which copy shall be deemed furnished by the Trust Advisor (in the case of a Special Servicer onlyCertificate Administrator when made available on its Internet website), the Rule Depositor and the 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)Provider Website), an Officer’s Certificate Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Such Officer’s Certificate shall be provided in EXXXX-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, shall prior to March 1st make a copy of each yearsuch statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. Promptly after receipt of each such Officer’s Certificate, commencing in 2015the Depositor may review each such Officer’s Certificate and, contact if applicable, consult with the Trustee and inquire Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether any Advance was or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be made by delivered. None of the Trustee during Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. In the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and if no each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Advance was required party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to be made cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the Trusteeperiod of time that the Master Servicer, then the Special Servicer, the Trustee shall not be required or the Certificate Administrator was subject to deliver any compliance statement required by this Section 11.12(a) for Agreement or the period of time that such periodAdditional Servicer was subject to such other servicing agreement.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersOn or before March 1 of each year, commencing in 2021, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Custodian, the Certificate Administrator, and the Trustee (but only provided, however, that the Trustee shall not be required to the extent set forth in the last sentence deliver an assessment of this paragraphcompliance with respect to any period during which there was no Applicable Servicing Criteria applicable to it), any Additional Servicer at its own expense, shall furnish (and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit Z with which it has entered into a servicing relationship with respect to the Mortgage Loans toLoan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to the Trust Certificate Administrator (who shall post it to the Certificate Administrator’s Website) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website), as applicable, pursuant to Section 8.14(b)) or Section 10.17, the Operating Advisor (in with respect to the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to Trustee, the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 Depositor and the Companion Loan Holders (or, in the case of the Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying ServicerPerson’s activities during the preceding calendar year or portion thereof and of such Certifying ServicerPerson’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer Person has fulfilled all its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of the Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by 222 such Certifying Servicer, respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Trust Loan or the Companion Loan in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section 11.7 apply to each such Certifying Servicer that serviced the Trust Loan or the Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 11.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such Compliance Report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special Servicers, Servicer and the Certificate Administrator, the Trustee Administrator shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer and the Certificate Administrator, a servicing relationship with respect to the Mortgage Loans to, deliver “Certifying Servicer”) to the Depositor, the Certificate Administrator, Administrator and the Trust Operating Advisor (only in the case of a an Officer’s Certificate furnished by the Special Servicer only), and after the Rule 17g-5 Information Provider (who shall promptly post such report to occurrence and during the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(ccontinuance of a Control Termination Event) of this Agreement) and the Companion Loan Holders on or before March 1st (subject to a grace period through March 15th) 15 of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2013, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use its commercially reasonable efforts to cause each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, subject to Section 11.13 of this Agreement, each Rating Agency. Promptly after receipt of each yearsuch Officer’s Certificate, commencing in 2015the Depositor may review each such Officer’s Certificate and, contact if applicable, consult with the Trustee and inquire Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such perioddelivered.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trust Advisor, the Trustee (but only to if it has made an Advance during the extent set forth in the last sentence of this paragraphapplicable calendar year), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer and the Special Servicers Servicer shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a the Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 2013 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a the Special Servicer, such party shall provide such Officer’s Certificate to such the Special Servicer on or before March 1st (subject to a grace period through March 5th)), and promptly, but not earlier than the second Business Day after such party provides the Rule 17g-5 Information Provider such report, each Rating Agency (and other than with respect to the Certificate Administrator’s obligation to deliver any such reports, to any depositor and trustee for any other securitization trust relating to a Serviced Pari Passu Companion Loan), on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2013, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st of each year, commencing in 2015, contact the Trustee and inquire as to whether any Advance was required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersOn or before March 1 of each year, commencing in 2018, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Trustee at its own expense, shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit Z with which it has entered into a servicing relationship with respect to the Mortgage Loans toWhole Loan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to the Trust Advisor Certificate Administrator (in who shall post it to the case of a Special Servicer only), Certificate Administrator’s Website) and the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule 17g-5 Website and the 17g-5 Information Provider’s Website Website), as applicable, pursuant to Section 8.12(c8.14(b)) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each yearSection 10.17, commencing in 2015 the Operating Advisor, the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying ServicerPerson’s activities during the preceding calendar year or portion thereof and of such Certifying ServicerPerson’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer Person has fulfilled all its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Trust Loan or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section 11.7 apply to each such Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 11.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such Compliance Report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersOn or before March 1 of each year, commencing in 2020, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan), the Certificate Administrator, Administrator and the Trustee (but only provided, however that the Trustee shall not be required to the extent set forth in the last sentence of this paragraphdeliver an annual compliance statement with respect to any period during which there was no Applicable Servicing Criteria applicable to it), any Additional Servicer at its own expense, shall furnish (and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loans toWhole Loan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to the Trust Advisor (in Certificate Administrator and the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule Certificate Administrator’s Website and the 17g-5 Information Provider’s Website Website, as applicable, pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year8.14(b)), commencing in 2015 the Trustee, the Depositor and the Companion Loan Holders (or, in the case of an Additional Servicer or Servicing Function Participant with respect to the Senior Companion Loan that is part of a Special ServicerSenior Companion Loan Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Senior Companion Loan Depositor and Senior Companion Loan Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying ServicerPerson’s activities during the preceding calendar year or portion thereof and of such Certifying ServicerPerson’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer Person has fulfilled all its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Senior Companion Loan Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015any case of the Senior Companion Loan that is part of a Senior Companion Loan Securitization Trust, contact the Trustee applicable Senior Companion Loan Depositor and inquire Senior Companion Loan Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Trust Loan or a Companion Loan in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such Compliance Report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate AdministratorCustodian, the Trustee (but only to and the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) Certificate Administrator (each, a “Certifying Servicer”) shall (and the Master Servicers and the Special Servicers each such party shall (i) with respect to any each Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated engaged by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) the Certifying Servicer that is a Designated an Initial Sub-Servicer, cause (or in the case of a sub-servicer that a Mortgage Loan Seller requires the Master Servicer of such partyto retain, to use commercially reasonable efforts to cause, ) such Additional Servicer to deliver to and (ii) with respect to any each other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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 (and the Trust Companion Loan, if applicable), cause such Additional Servicer to deliver to), on or before March 15th of each year, commencing in March 2015, deliver to the DepositorTrustee, the Certificate Administrator, Administrator (which copy shall be deemed furnished by the Trust Advisor (in the case of a Special Servicer onlyCertificate Administrator when made available on its Internet website), the Rule Depositor and the 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)Website), an Officer’s Certificate Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Such Officer’s Certificate shall be provided in EXXXX-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, cause (or, in the case of a sub-servicer that a Mortgage Loan Seller requires the Master Servicer to retain, to use commercially reasonable efforts to cause) such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Companion Loan, if applicable), cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, shall prior to March 1st make a copy of each yearsuch statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, commencing the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in 2015form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, contact the Trustee and inquire Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Companion Loan, if applicable) in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan or the Trust Companion Loan during the applicable period, whether any Advance was or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be made by delivered. None of the Trustee during Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. In the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and if no each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Advance was required party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to be made cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the Trusteeperiod of time that the Master Servicer, then the Special Servicer, the Trustee shall not be required or the Certificate Administrator was subject to deliver any compliance statement required by this Section 11.12(a) for Agreement or the period of time that such periodAdditional Servicer was subject to such other servicing agreement.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersOn or before March 1st of each year, commencing in 2017, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Trustee at its own expense, shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit V with which it has entered into a servicing relationship with respect to the Mortgage Loans toWhole Loan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to the Trust Advisor Certificate Administrator (in who shall post it to the case of a Special Servicer only), Certificate Administrator’s Website) the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule 17g-5 Information Provider’s Website Website), as applicable, pursuant to Section 8.12(c8.14(b)) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each yearSection 10.17, commencing in 2015 the Trustee the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Trust Loan or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 11.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such Compliance Report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Each Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, Co-Trustee and the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a "Certifying Servicer") shall deliver to (and the Master Servicers and the Special Servicers each such party shall (i) with respect to any each Additional Servicer engaged by such Master Servicer, Special Servicer, Co-Trustee or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) Trustee that is a Designated an Initial Sub-Servicer of such partyServicer, use commercially reasonable efforts to cause, cause and (ii) with respect to any each other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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 Loans, cause the delivery to, deliver to ) the Depositor, Depositor and the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) Trustee on or before March 1st (subject to a grace period through March 15th) 15 of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2008, an Officer’s 's Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s 's activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s 's performance under this Agreement, or the applicable sub-sub servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s 's supervision and (B) to the best of such officer’s 's knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-sub servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorEach Master Servicer, the Special Servicer, the Co-Trustee and the Trustee shall, and each such party shall prior (i) with respect to March 1st each Additional Servicer engaged by such Master Servicer, Special Servicer, Co-Trustee or Trustee that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause to forward a copy of each yearsuch statement (or, commencing in 2015the case of the Trustee, contact make a copy of each such statement available on its internet website) to the Rating Agencies and the Directing Certificateholder. Promptly after receipt of each such Officer's Certificate, the Depositor shall review each such Officer's Certificate and, if applicable, consult with any Master Servicer, the Special Servicer, the Co-Trustee or the Trustee, as applicable, as to the nature of any failures by such Master Servicer, the Special Servicer, the Co-Trustee or Trustee, respectively, or any related Additional Servicer with which any Master Servicer, the Special Servicer, the Co-Trustee or the Trustee, as applicable, has engaged in the fulfillment of any Master Servicer's, the Special Servicer's, the Co-Trustee's, the Trustee's or Additional Servicer's obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Master Servicer, the Special Servicer, the Co-Trustee, the Trustee and inquire each Additional Servicer under this Section apply to each Master Servicer, the Special Servicer, the Co-Trustee, the Trustee and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether or not each Master Servicer, the Special Servicer, the Co-Trustee, the Trustee or Additional Servicer is acting as to whether any Advance was the Master Servicer, the Special Servicer, the Co-Trustee, the Trustee or Additional Servicer at the time such Officer's Certificate is required to be made by delivered. None of the Master Servicer, Special Servicer, Trustee during or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the . The Co-Trustee shall not be required to deliver any such statement in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. In the event any Master Servicer, the Special Servicer, the Co-Trustee or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to cause and (ii) such party shall (and with respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide) an annual statement of compliance statement required by pursuant to this Section 11.12(a) for 11.09 with respect to the period of time that the applicable Master Servicer, the Special Servicer, the Co-Trustee or the Trustee was subject to this Agreement or the period of time that such periodAdditional Servicer was subject to such other servicing agreement.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special Servicers, the Certificate Administrator, Servicer and the Trustee (but only to the extent set forth in the last sentence of this paragraph)shall, any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Special Servicer of such party, shall use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, cause each Additional Servicer and 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 toto (each, a "Certifying Servicer"), deliver to the Depositor, Depositor and the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) Trustee on or before March 1st (subject to a grace period through March 15th) 15 of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2007, an Officer’s 's Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s 's activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s 's performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s 's supervision and (B) to the best of such officer’s 's knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall prior use commercially reasonable efforts to March 1st cause each Additional Servicer hired by it, forward a copy of each yearsuch statement to the Rating Agencies and the Directing Certificateholder. Promptly after receipt of each such Officer's Certificate, commencing in 2015the Depositor may review each such Officer's Certificate and, contact if applicable, consult with the Trustee and inquire Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer, the Special Servicer or the Trustee, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any Certifying Servicer's obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer's Certificate is required to be made by delivered. None of the Trustee during Certifying Servicers or any Additional Servicer or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such Officer's Certificate until April 15, in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust from the preceding calendar year, and if no . No Reporting Servicer shall be required to cause the delivery of any such Advance was assessments until April 15 in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be made by filed in respect of the Trustee, then Trust for the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such periodpreceding calendar year.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian, and, if it has made an Advance during the applicable calendar year, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall (and the Master Servicers Servicer, the Special Servicer, the Certificate Administrator and the Special Servicers Custodian shall (ia) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, cause each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to, ) deliver electronically to the Depositor, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator, ’s Website pursuant to Section 5.4) and the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), solely in the case of the Special Servicer to the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, solely in the case of this Agreement) the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan, as applicable, on or before March 1st 15th with respect to any Certifying Servicer or on or before March 7th, with respect to any Additional Servicer and each Sub-Servicer, or if any such day is not a Business Day, the immediately preceding Business Day (subject with no cure period), with respect to a grace period through March 15th) the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian, of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2014, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s or Additional Servicer’s, as the case may be, activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s or Additional Servicer’s, as the case may be, performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer or Additional Servicer’s, as the case may be, has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Each Certifying Servicer shall, and the Master Servicer, the Special Servicer, the Certificate AdministratorAdministrator and the Custodian shall (a) use commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans to, and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans to, forward a copy of each such statement to the Rating Agencies (subject to Section 5.7) and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period). Promptly after receipt of each such Officer’s Certificate, the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review such Officer’s Certificate and, if applicable, consult with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer in the fulfillment of any of the Certifying Servicer’s obligations hereunder, or any failures by an Additional Servicer retained by such Certifying Servicer in the fulfillment of any of such Additional Servicer’s obligations under the applicable sub-servicing or primary servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Sub-Servicer shall be required to deliver, or to endeavor to cause the delivery of, any such Officer’s Certificate until April 15, in the case of a Certifying Servicer, or April 1, in the case of any Additional Servicer or any Sub-Servicer, in any given year so long as it has received written confirmation (which shall be provided prior to March 1st of each year, commencing in 2015, contact 1st) from the Trustee and inquire as to whether any Advance was Certificate Administrator that a Form 10-K is not required to be made by filed in respect of the Trustee during Trust for the preceding calendar year. If any Serviced Companion Loan is deposited into an Other Securitization, each Certifying Servicer, to the extent applicable, shall provide (within the time periods provided for under the related Other Companion Loan Pooling and Servicing Agreement to permit such requesting party to comply with its reporting obligations thereunder), if no requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an Officer’s Certificate as set forth in this Section. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use reasonable best efforts to procure an Officer’s Certificate as set forth in this Section, or in the form specified in the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement, from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator and the Non-Serviced Mortgage Loan Custodian in form and substance similar to the Officer’s Certificate described in this Section. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such Advance was required to be made Officer’s Certificate received by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such periodMaster Servicer.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer shall deliver in electronic form, or otherwise make available to the Special ServicersDepositor and the Trustee, and the Certificate AdministratorMaster Servicer shall cause each Additional Master Servicer engaged by it and each Servicer to deliver, in electronic form, or otherwise make available, to the Master Servicer, the Trustee and each Rating Agency on or before March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but only in no event later than March 15), commencing in March 2007, a copy of a certificate (followed by a hard copy to the extent set forth party or parties receiving such certificate within 10 calendar days) in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated form required by Item 1108(a)(2)(i), (ii) or (iii) 1123 of Regulation AB) (each, a “Certifying Servicer”) shall and to the Master Servicers and the Special Servicers shall effect that (i) with respect to any an authorized officer of the Master Servicer, the Additional Master Servicer or Servicing Function Participant the applicable Servicer, as the case may be, has reviewed (if such Servicing Function Participant is or a servicer contemplated by Item 1108(a)(2)(i), (iireview has been made under his or her supervision of) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party's activities under this Agreement or the applicable Servicing Agreement, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, or such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the other applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Master Servicer, has been made under such officer’s supervision during the prior calendar year or portion thereof and (Bii) to the best of such officer’s 's knowledge, based on such review, such Certifying Servicer party has fulfilled all of its obligations under this Agreement, Agreement or the applicable sub-servicing agreement Servicing Agreement, in the case of a Servicer, or primary servicing such other applicable agreement in the case of an Additional Master Servicer, in all material respects throughout such the prior calendar year or portion thereof, thereof or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorIf any of the certificates delivered pursuant to this Section 3.05 disclose that there has been a failure to fulfill any obligation in any material respect then the Master Servicer shall promptly notify the Depositor and forward a copy of such certificate to the Depositor, and the Depositor shall prior to March 1st of each yearreview such certificate and, commencing in 2015if applicable, contact consult with the Trustee and inquire Master Servicer as to whether the nature of any Advance was required failure to be made by fulfill any obligation under this Agreement or the Trustee during applicable Servicing Agreement, in the preceding calendar yearcase of a Servicer, and if no or such Advance was required to be made by other applicable agreement in the Trusteecase of an Additional Master Servicer, then the Trustee shall not be required to deliver in any compliance statement required by this Section 11.12(a) for such periodmaterial respect.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-17 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2006-18 Trust)

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer and the Certificate Administrator shall furnish (and each of the Master Servicer, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Special Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer and the Certificate Administrator, a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans to, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate to such furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor on or before March 1st (subject to a grace period through 15 of each year, commencing in March 5th))2015, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Trust Loan serviced under the Trustee during applicable Other Pooling and Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Other Pooling and Servicing Agreement), as applicable, of the related Other Master Servicer, Other Special Servicer, Other Trustee and Other Paying Agent or Other Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Other Pooling and Servicing Agreement.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Custodian and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)of the Master Servicer, (ii) or (iii) of Regulation AB) (eachthe Special Servicer, a “Certifying Servicer”) shall the Custodian and the Master Servicers and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if applicable), a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans to, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate to such furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor on or before March 1st (subject to a grace period through 15 of each year, commencing in March 5th))2015, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the applicable Directing Holder and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13, the Rule 17g-5 Information Provider. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Serviced Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. With respect to each Outside Serviced Trust Loan serviced under the Trustee during applicable Other Pooling and Servicing Agreement, the preceding calendar yearCertificate Administrator shall request, and if no upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such Advance was required terms are defined in the applicable Other Pooling and Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special Servicer, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate in form and substance similar to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Other Pooling and Servicing Agreement.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special Servicers, Servicer and the Certificate Administrator, the Trustee Administrator shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer, the Special Servicer and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer and the Certificate Administrator, a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans to, deliver to the Depositor, the Certificate Administrator, the Trust Operating Advisor (only in the case of a an Officer’s Certificate furnished by the Special Servicer only), and after the Rule 17g-5 Information Provider (who shall promptly post such report to occurrence and during the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(ccontinuance of a Control Termination Event) of this Agreement) and the Depositor on or before March 1st (subject to a grace period through March 15th) 15 of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2014, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, subject to Section 11.13 of this Agreement, each Rating Agency. Promptly after receipt of each yearsuch Officer’s Certificate, commencing in 2015the Depositor may review each such Officer’s Certificate and, contact if applicable, consult with the Trustee and inquire Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such perioddelivered.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 2014 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st of each year, commencing in 20152014, contact the Trustee and inquire as to whether any Advance was required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.

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)

Annual Compliance Statements. The Reporting Servicers (each a "Certifying Servicer") shall each (and the Reporting Servicers shall (a) The Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee (but only use reasonable efforts to the extent set forth in the last sentence of this paragraph), any cause each Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Reporting Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans to, deliver and (b) cause each Additional Servicer and each Reporting Sub-Servicer (other than any party to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to) deliver electronically to the Depositor and the Paying Agent on or before March 1st 15th (subject with no grace period), with respect to any Additional Servicer and each Reporting Sub-Servicer (other than any party to this Agreement), or March 15th (with no grace period) or if such day is not a grace period through March 15th) Business Day, the immediately preceding Business Day (with no cure period), with respect to the Certifying Servicers, of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))2007, an Officer’s 's Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s 's activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s 's performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s 's supervision and (B) to the best of such officer’s 's knowledge, based on such review, such Certifying Servicer has fulfilled all of its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st Promptly after receipt of each yearsuch Officer's Certificate, commencing in 2015the Depositor shall have the right to review such Officer's Certificate and, contact the Trustee and inquire if applicable, consult with each Certifying Servicer, as applicable, as to whether the nature of any Advance was failures by such Certifying Servicer, in the fulfillment of any of the Certifying Servicer's obligations hereunder or under the applicable sub-servicing or primary servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Reporting Sub-Servicer shall be required to deliver, or to endeavor to cause the delivery of, any such Officer's Certificate until April 15, in the case of a Certifying Servicer, or April 1, in the case of any Additional Servicer (excluding any Primary Servicer) or any Reporting Sub-Servicer (excluding any Primary Servicer), in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be made by filed in respect of the Trustee during Trust for the preceding calendar year. If a Serviced Companion Loan is deposited into an Other Securitization, each Certifying Servicer responsible for performing servicing functions with respect to the related Senior Mortgage Loan shall provide, if requested by a party to the applicable Other Pooling and if no such Advance was required to be made by the TrusteeServicing Agreement, then the Trustee shall not be required to deliver any compliance statement required by an Officer's Certificate as described in this Section 11.12(a) for such periodSection.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq12), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq12)

Annual Compliance Statements. (a) The Master ServicersOn or before March 1st of each year, commencing in 2017, each of the Servicer, the Special ServicersServicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Trustee at its own expense, shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i)party, (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers shall (i) with respect to any Additional Servicer or each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant (other than any party to this Agreement) set forth on Exhibit V with which it has entered into a servicing relationship with respect to the Mortgage Loans toWhole Loan, deliver shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the DepositorServicer, Special Servicer and the Certificate Administrator, a “Certifying Servicer”) to the Trust Advisor Certificate Administrator (in who shall post it to the case of a Special Servicer onlyCertificate Administrator’s Website), the Rule 17g-5 Information Provider (who shall promptly post such report it to the Rule 17g-5 Information Provider’s Website Website), as applicable, pursuant to Section 8.12(c8.14(b)) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each yearSection 10.17, commencing in 2015 the Trustee the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, Agreement or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Serviceragreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorFor so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, shall prior to March 1st promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Trust Loan or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 11.7 shall be made available to any Privileged Person by the Trustee during Certificate Administrator by posting such Compliance Report to the preceding calendar year, and if no such Advance was required Certificate Administrator’s Website pursuant to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period8.14(b).

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer shall deliver in electronic form, or otherwise make available to the Special ServicersDepositor and the Trustee, and the Certificate AdministratorMaster Servicer shall cause each Additional Master Servicer engaged by it and each Servicer to deliver, in electronic form, or otherwise make available, to the Master Servicer, the Trustee and each Rating Agency on or before March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but only in no event later than March 15), commencing in March 2008, a copy of a certificate (followed by a hard copy to the extent set forth party or parties receiving such certificate within 10 calendar days) in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated form required by Item 1108(a)(2)(i), (ii) or (iii) 1123 of Regulation AB) (each, a “Certifying Servicer”) shall and to the Master Servicers and the Special Servicers shall effect that (i) with respect to any an authorized officer of the Master Servicer, the Additional Master Servicer or Servicing Function Participant the Servicer, as the case may be, has reviewed (if such Servicing Function Participant is or a servicer contemplated by Item 1108(a)(2)(i), (iireview has been made under his or her supervision of) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party's activities under this Agreement or the applicable Servicing Agreement, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, or such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the other applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Master Servicer, has been made under such officer’s supervision during the prior calendar year or portion thereof and (Bii) to the best of such officer’s 's knowledge, based on such review, such Certifying Servicer party has fulfilled all of its obligations under this Agreement, Agreement or the applicable sub-servicing agreement Servicing Agreement, in the case of a Servicer, or primary servicing such other applicable agreement in the case of an Additional Master Servicer, in all material respects throughout such the prior calendar year or portion thereof, thereof or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorIf any of the certificates delivered pursuant to this Section 3.05 disclose that there has been a failure to fulfill any obligation in any material respect then the Master Servicer shall promptly notify the Depositor and forward a copy of such certificate to the Depositor, and the Depositor shall prior to March 1st of each yearreview such certificate and, commencing in 2015if applicable, contact consult with the Trustee and inquire Master Servicer as to whether the nature of any Advance was required failure to be made by fulfill any obligation under this Agreement or the Trustee during applicable Servicing Agreement, in the preceding calendar yearcase of a Servicer, and if no or such Advance was required to be made by other applicable agreement in the Trusteecase of an Additional Master Servicer, then the Trustee shall not be required to deliver in any compliance statement required by this Section 11.12(a) for such periodmaterial respect.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Alternative Loan 2007-Pa4 Trust), Pooling and Servicing Agreement (Wells Fargo Mortgage Backed Securities 2007-Ar3 Trust)

Annual Compliance Statements. (a) The Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers and the Special Servicers Servicer shall furnish (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, and shall use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, cause each Additional Servicer and 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, deliver or the Non-Trust Mortgage Interest to furnish) to the Depositor[, the Certificate Administrator], the Trustee, the Trust Advisor (only in the case of a an Officer’s Certificate furnished by the Special Servicer onlyand during a Collective Consultation Period or a Senior Consultation Period), the Rule 17g-5 Information Provider (who shall promptly post such report to Non-Trust Mortgage Interest Holder and the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) Certificate Administrator on or before March 1st (subject to a grace period through March 15th) April 1 of each year, commencing in 2015 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th))April 2012, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying ServicerPerson’s activities during the preceding calendar year or portion thereof and of such Certifying ServicerPerson’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer Person has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall prior use commercially reasonable efforts to March 1st cause each Additional Servicer hired by it to, forward a copy of each yearsuch statement to, commencing in 2015during a Subordinate Control Period or a Collective Consultation Period, contact the Trustee and inquire Subordinate Class Representative and, subject to Section 11.13 of this Agreement, each Rating Agency. Promptly after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult with the certifying Person, as applicable, as to the nature of any failures by such Person, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Non-Trust Mortgage Interest in the fulfillment of any Person’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Person under this Section 10.08 apply to each Person that serviced a Mortgage Loan or Non-Trust Mortgage Interest during the applicable period, whether any Advance was or not the Person is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. [No certifying Person or any Additional Servicer or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the Trustee during delivery of, any such Officer’s Certificate until [_____], in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust from the preceding calendar year, and if no . No Reporting Servicer shall be required to cause the delivery of any such Advance was assessments until [_____] in any given year so long as it has received written confirmation from the Depositor that a report on Form 10-K is not required to be made by filed in respect of the Trustee, then Trust for the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such periodpreceding calendar year.]

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trustee (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer and the Special Servicers Servicer shall (i) with respect to any Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) that is a Designated Sub-Servicer of such party, use commercially reasonable efforts to cause, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and 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, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a the Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 2016 (or, in the case of an Additional Servicer or Servicing Function Participant with respect to a the Special Servicer, such party shall provide such Officer’s Certificate to such Special Servicer on or before March 1st (subject to a grace period through March 5th)), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate Administrator, shall prior to March 1st of each year, commencing in 20152016, contact the Trustee and inquire as to whether any Advance was required to be made by the Trustee during the preceding calendar year, and if no such Advance was required to be made by the Trustee, then the Trustee shall not be required to deliver any compliance statement required by this Section 11.12(a) for such period.

Appears in 2 contracts

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

Annual Compliance Statements. (a) The Master ServicersServicer, the Special Servicers, Servicer and the Certificate Administrator, the Trustee Administrator shall furnish (but only to the extent set forth in the last sentence of this paragraph), any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall and the Master Servicers Servicer, the Special Servicer and the Special Servicers shall Certificate Administrator (i) with respect to any Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) party that is a Designated Mortgage Loan Seller Sub-Servicer of such partyServicer, shall use commercially reasonable efforts to causecause such Additional Servicer to furnish, and (ii) with respect to any other Additional Servicer or Servicing Function Participant (if of such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB), cause, each Additional Servicer and Servicing Function Participant party (other than any party to this Agreement), shall cause such Additional Servicer to furnish) with which it has entered into (each such Additional Servicer and each of the Master Servicer, the Special Servicer and the Certificate Administrator, a servicing relationship with respect “Certifying Servicer”) to the Mortgage Loans to, deliver to the Depositor, the Certificate Administrator, the Trust Advisor (in the case of a Special Servicer only), the Rule 17g-5 Information Provider (who shall promptly post such report to the Rule 17g-5 Information Provider’s Website pursuant to Section 8.12(c) of this Agreement) on or before March 1st (subject to a grace period through March 15th) of each year, commencing in 2015 Companion Loan Holders (or, in the case of a Companion Loan that is part of an Additional Servicer or Servicing Function Participant with respect to a Special ServicerOther Securitization Trust, such party shall provide such the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s Certificate to such furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor on or before March 1st (subject to a grace period through 15 of each year, commencing in March 5th))20[__], an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable subSub-servicing agreement Servicing Agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Certificate AdministratorMaster Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to March 1st the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, subject to Section 11.13 of this Agreement, each Rating Agency. Promptly after receipt of each yearsuch Officer’s Certificate, commencing the Depositor (and, in 2015the case of a Companion Loan that is part of an Other Securitization Trust, contact the Trustee applicable Other Depositor and inquire Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether any Advance was or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be made by delivered. [With respect to any Non-Serviced Mortgage Loan serviced under the Trustee during Other Pooling and Servicing Agreement, the preceding calendar yearCertificate Administrator shall obtain, and if no such Advance was required upon receipt deliver to be made by the TrusteeDepositor, then from the Other Master Servicer, Other Special Servicer, Other Trustee shall not be required and Other Paying Agent or Other Certificate Administrator an Officer’s Certificate in form and substance similar to deliver any compliance statement required by the Officer’s Certificate described in this Section 11.12(a) for or such periodother form as is set forth in the Other Pooling and Servicing Agreement.]

Appears in 2 contracts

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

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