Common use of Additional Obligations of Servicer Clause in Contracts

Additional Obligations of Servicer. (a) The Servicer shall not be required to pay without reimbursement (as an Additional Issuer Expense) the fees charged by any Rating Agency (i) in respect of Rating Agency Confirmation or (ii) in connection with any other particular matter, unless the Servicer has failed to use efforts in accordance with the Servicing Standard to collect such fees from the Issuer. (b) The Servicer shall maintain at its primary servicing office and shall, upon reasonable advance written notice, make available during normal business hours for review by the Indenture Trustee, each Rating Agency and the Controlling Class Representative: (i) the most recent annual, quarterly, monthly and other periodic operating statements relating to the Tenant Site Assets and reports collected by the Servicer pursuant to Section 2.09; (ii) all Servicing Reports and Special Servicing Reports prepared by the Servicer since the Initial Closing Date pursuant to Section 2.09; (iii) all Manager Reports delivered by the Manager since the Initial Closing Date pursuant to the Management Agreement; and (iv) all of the Servicing File in its possession; provided that the Servicer shall not be required to make particular items of information contained in the Servicing File available to any Person if the disclosure of such particular items of information is expressly prohibited by applicable law (or would in the Servicer’s reasonable judgment cause the Servicer to violate any applicable law) or the provisions of the Transaction Documents or if such documentation is subject to claim of privilege under applicable law that can be asserted by the Servicer; provided, further, that, except in the case of the Indenture Trustee and Rating Agencies, the Servicer shall be entitled to recover from any Person reviewing the Servicing File pursuant to this Section 2.11(b) its reasonable out-of-pocket expenses incurred in connection with making the Servicing Files available to such Person. Except as set forth in the provisos to the preceding sentence, copies of any and all of the foregoing items are to be made available by the Servicer, to the extent set forth in the preceding sentence, upon request; provided, however, the Servicer shall be permitted to require, except from the Indenture Trustee and the Rating Agencies, payment of a sum sufficient to cover the reasonable out-of-pocket costs and expenses of providing such service. The Servicer shall not be liable for the dissemination of information in accordance with this Section 2.11(b). (c) Prior to causing title to any Tenant Site Asset that is a Fee Asset to be taken in the name of the Indenture Trustee, the Servicer shall conduct such investigations as may be necessary to understand the environmental condition of such Tenant Site Asset and the reasonable likelihood of potential environmental liabilities relating thereto. Any investigations conducted pursuant to the immediately preceding sentence shall be conducted in scope and substance in a manner reasonably acceptable to the Indenture Trustee, it being acknowledged that a “Phase I” or “Phase II” assessment shall not generally be required, but that depending on the specific facts and circumstances of any Tenant Site Asset, may be required in specific instances. In no event shall the Servicer cause title to any Tenant Site Asset to be taken in the name of the Indenture Trustee if such Tenant Site Asset is the subject of any material adverse environmental conditions without full disclosure to, and the express written consent of, the Indenture Trustee. If title to any Obligor’s Equity Interest is acquired by virtue of realization on the Collateral or if indirect ownership of any Tenant Site Asset is otherwise acquired, the Servicer shall require the applicable entities to observe all corporate, limited liability company, limited partnership, or other applicable organizational formalities and protocols, and to observe all separateness covenants set forth in their respective organizational documents, so as to mitigate any potential attempt to xxxxxx the corporate veil of such entities. (d) The Servicer shall review and confirm the mathematical accuracy of each certification of the Manager in connection with the addition of Additional Tenant Site Assets or Additional Obligor Tenant Site Assets, as contemplated by Section 2.12(d) of the Indenture.

Additional Obligations of Servicer. (a) The Servicer shall deliver to the Trustee for deposit in the Distribution Account on each Servicer Remittance Date, without any right of reimbursement therefor, an amount equal to the lesser of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with Principal Prepayments received in respect of the Mortgage Pool during the most recently ended Collection Period, and (ii) the total amount of Servicing Fees and Prepayment Interest Excesses received by the Servicer during such Collection Period. (b) No more frequently than once per calendar month, the Special Servicer may require the Servicer, and the Servicer shall be obligated, out of the Servicer's own funds, to reimburse the Special Servicer for any Servicing Advances made by but not previously reimbursed to the Special Servicer, together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within ten (10) days of the request therefor by wire transfer of immediately available funds to an account designated by the Special Servicer. Upon the Servicer's reimbursement to the Special Servicer of any Servicing Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.19(b), the Servicer shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as the Special Servicer actually made such Servicing Advance, and accordingly, the Servicer shall be entitled to reimbursement for such Servicing Advance, together with interest thereon in accordance with Sections 3.05(a) and 3.11(g), at the same time, in the same manner and to the same extent as the Servicer would otherwise have been entitled if it had actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding anything to the contrary contained in any other Section of this Agreement (but subject to the following paragraph), if the Special Servicer is required under this Agreement to make any Servicing Advance but does not desire to do so, the Special Servicer may, in its sole discretion, request that the Servicer make such Servicing Advance, such request to be made, in writing, in a timely manner that does not adversely affect the interests of any Certificateholder and to be accompanied by such information and documentation regarding the subject Servicing Advance as the Servicer may reasonably request; provided, however, that the Special Servicer shall not be entitled to make such a request (other than for emergency advances) more frequently than once per calendar month (although such request may relate to more than one Servicing Advance). The Servicer shall have the obligation to make any such Servicing Advance that it is so requested by the Special Servicer to make, within ten (10) days following the Servicer's receipt of such request. The Special Servicer shall be relieved of any obligations with respect to a Servicing Advance that it so requests the Servicer to make (regardless of whether or not the Servicer shall make such Servicing Advance). The Servicer shall be entitled to reimbursement for any Servicing Advance made by it at the direction of the Special Servicer, together with interest thereon in accordance with Sections 3.05(a) and 3.11(g), at the same time, in the same manner and to the same extent as the Servicer is entitled with respect to any other Servicing Advances made thereby. Notwithstanding the foregoing provisions of this Section 3.19(b) , the Servicer shall not be required to reimburse the Special Servicer for, or to make at the direction of the Special Servicer, any Servicing Advance if the Servicer determines in its reasonable, good faith judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Servicer shall notify the Special Servicer in writing of such determination and, as applicable, the Special Servicer shall remain obligated to make such Servicing Advance and/or such Nonrecoverable Servicing Advance shall be reimbursed to the Special Servicer pursuant to Section 3.05(a). (c) Promptly following the earliest of (i) the date on which any Mortgage Loan becomes a Modified Mortgage Loan, (ii) either (A) the 60th day after the occurrence of any uncured delinquency in Monthly Payments with respect to any Mortgage Loan (other than a Mortgage Loan described in the immediately following clause (B)) or (B) the 30th day following the occurrence of any uncured delinquency in Monthly Payments with respect to any Modified Mortgage Loan or any Mortgage Loan as to which the related Mortgagor has been the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding since the Closing Date, (iii) the date on which a receiver is appointed and continues in such capacity in respect of the Mortgaged Property securing any Mortgage Loan and (iv) the date on which the Mortgaged Property securing any Mortgage Loan becomes an REO Property (each such Mortgage Loan, until it ceases to be such in accordance with the following paragraph, a "Required Appraisal Loan"), the Special Servicer shall obtain an Appraisal of the related Mortgaged Property, unless an Appraisal thereof had previously been obtained within the prior twelve months, and shall provide a copy thereof to the Servicer, the Trustee and the Controlling Class Representative. The cost of such Appraisal shall be covered by, and be reimbursable as, a Servicing Advance. Based on such Appraisal, the Special Servicer shall determine and report to the Trustee the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. With respect to each Required Appraisal Loan (unless such Mortgage Loan has become a Corrected Mortgage Loan and has remained current for twelve consecutive Monthly Payments, and no other Servicing Transfer Event has occurred with respect thereto during such twelve-month period, in which case it will cease to be a Required Appraisal Loan), the Special Servicer shall, within 30 days of each anniversary of such loan's having become a Required Appraisal Loan, order an update of the prior Appraisal (the cost of which will be covered by, and be reimbursable as, a Servicing Advance). Based upon such Appraisal, the Special Servicer shall redetermine and report to the Trustee the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. At any time that any Appraisal Reduction Amount exists with respect to any Required Appraisal Loan, the Controlling Class Representative may, at its own expense, obtain and deliver to the Servicer, the Special Servicer and the Trustee an Appraisal of the related Mortgaged Property or REO Property, as the case may be, and upon the written request of the Controlling Class Representative, the Special Servicer shall recalculate the Appraisal Reduction Amount in respect of such Required Appraisal Loan based on such Appraisal and notify the Trustee, the Servicer and the Controlling Class Representative of such recalculated Appraisal Reduction Amount. (d) The Servicer shall pay, without any right of reimbursement therefor, the post-Closing Date fees of the Rating Agencies for ongoing surveillance of the Rated Certificates, but shall not be required to pay without reimbursement (as an Additional Issuer Expense) the fees charged by any Rating Agency for a (i) in confirmation as to the lack of an Adverse Rating Event with respect to any Class of Rating Agency Confirmation Rated Certificates or (ii) in connection with any other particular matter. (e) In connection with each prepayment of principal received hereunder, the Servicer shall calculate any applicable Prepayment Premium or Yield Maintenance Premium, as the case may be, payable under the terms of the related Mortgage Note. Upon written request of any Certificateholder, the Servicer shall disclose to such Certificateholder its calculation of any such Prepayment Premium or Yield Maintenance Premium. (f) The Servicer shall not permit defeasance of any Mortgage Loan (x) on or before the earliest date on which defeasance is permitted under the terms of such Mortgage Loan or (y) to the extent consistent with the terms of such Mortgage Loan, unless (i) the defeasance collateral consists of U.S. Treasury obligations, (ii) the Servicer has failed determined that the defeasance will not result in an Adverse REMIC Event in respect of any REMIC Pool, (iii) the Servicer has notified the Rating Agencies, (iv) the Servicer has confirmed that such defeasance will not result in an Adverse Rating Event in respect of any Class of Rated Certificates (provided that the requirement to use efforts obtain such confirmation will be a pre-condition to the defeasance only if the Servicer is able under the related Mortgage Loan documents and applicable law to prevent the defeasance if such confirmation is not obtained), and (v) the Servicer has requested and received from the related Mortgagor (A) an Opinion of Counsel generally to the effect that the Trustee will have a perfected, first priority security interest in such defeasance collateral and (B) written confirmation from a firm of Independent accountants stating that payments made on such defeasance collateral in accordance with the Servicing Standard terms thereof will be sufficient to collect such fees from pay the Issuer. subject Mortgage Loan in full on or before its Stated Maturity Date (b) The Servicer shall maintain at its primary servicing office and shallor, upon reasonable advance written notice, make available during normal business hours for review by the Indenture Trustee, each Rating Agency and the Controlling Class Representative: (i) the most recent annual, quarterly, monthly and other periodic operating statements relating to the Tenant Site Assets and reports collected by the Servicer pursuant to Section 2.09; (ii) all Servicing Reports and Special Servicing Reports prepared by the Servicer since the Initial Closing Date pursuant to Section 2.09; (iii) all Manager Reports delivered by the Manager since the Initial Closing Date pursuant to the Management Agreement; and (iv) all of the Servicing File in its possession; provided that the Servicer shall not be required to make particular items of information contained in the Servicing File available to any Person if the disclosure of such particular items of information is expressly prohibited by applicable law (or would in the Servicer’s reasonable judgment cause the Servicer to violate any applicable law) or the provisions of the Transaction Documents or if such documentation is subject to claim of privilege under applicable law that can be asserted by the Servicer; provided, further, that, except in the case of an ARD Loan, on or before its Anticipated Repayment Date) and to timely pay each Monthly Payment scheduled to be due prior thereto but after the Indenture Trustee defeasance. Any customary and Rating Agencies, the Servicer shall be entitled to recover from any Person reviewing the Servicing File pursuant to this Section 2.11(b) its reasonable out-of-pocket expenses expense incurred in connection with making by the Servicing Files available Servicer pursuant to such Person. Except as set forth in this Section 3.19(f) shall be paid by the provisos Mortgagor of the defeased Mortgage Loan pursuant to the preceding sentencerelated Mortgage, copies Mortgage Note or other pertinent document, if so allowed by the terms of any and all such documents. (g) The Servicer shall, as to each Mortgage Loan which is secured by the interest of the foregoing items are related Mortgagor under a Ground Lease, promptly (and in any event within 45 days of the Closing Date) notify the related ground lessor under such Ground Lease of the transfer of such Mortgage Loan to the Trust pursuant to this Agreement and inform such ground lessor that any notices of default under the related ground lease should thereafter be made available forwarded to the Servicer. The Servicer shall, as to the Mortgage Loan secured by the ServicerMortgaged Property identified on the Mortgage Loan Schedule as Courtyard by Marriott- Tuscaloosa and the Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Fairfield Inn-Tuscaloosa, promptly (and in any event within 45 days of the Closing Date) notify the ground sub-lessor under the related Ground Sub-Lease, and the fee owner under the related ground lease to which such sub-lessor is a party, of the transfer of such Mortgage Loan to the extent set forth in the preceding sentenceTrust pursuant to this Agreement, upon request; provided, however, inform such ground sub-lessor that any notices of default under such Ground Sub-Lease should thereafter be forwarded to the Servicer shall and inform such fee owner that any notices of default under such ground lease should thereafter be permitted forwarded to require, except from the Indenture Trustee and the Rating Agencies, payment of a sum sufficient to cover the reasonable out-of-pocket costs and expenses of providing such serviceServicer. The Servicer shall not be liable have any liability for any loss resulting from the dissemination failure of information in accordance with this Section 2.11(b)a ground lessor to notify the Servicer of a default under any such ground lease. (ci) Prior As to causing title to any Tenant Site Asset each GECA Mortgage Loan that is a Fee Asset an ARD Loan that provides for the calculation of any Yield Maintenance Premium to be taken in based upon the name Monthly Payments scheduled to be due during the term of the Indenture Trusteesuch ARD Loan to its Maturity Date (without regard to its Anticipated Repayment Date), the Servicer shall conduct such investigations as may be necessary to understand the environmental condition of such Tenant Site Asset prepare and the reasonable likelihood of potential environmental liabilities relating thereto. Any investigations conducted pursuant forward to the immediately preceding sentence related Mortgagor a letter of modification of the related Mortgage Note, which letter shall (A) be conducted in scope and substance in a manner form reasonably acceptable to GECA, the Indenture TrusteeServicer and the Depositor, it being acknowledged (B) provide that a “Phase I” or “Phase II” assessment Yield Maintenance Premiums required to be paid under such Mortgage Loan shall not generally be required, but that depending calculated on the specific facts basis of the assumption that the related Anticipated Repayment Date constitutes the Maturity Date and circumstances otherwise in accordance with the terms of any Tenant Site Asset, may such Mortgage Loan as in effect prior to the execution of such letter and (C) be required in specific instancesconditioned upon the related Mortgagor's execution and return thereof to the Servicer not later than the 90th day following the Closing Date. In no the event shall the Servicer cause title to any Tenant Site Asset to be taken in Mortgagor does not execute and return such letter by the name of 90th day following the Indenture Trustee if such Tenant Site Asset is the subject of any material adverse environmental conditions without full disclosure to, and the express written consent of, the Indenture Trustee. If title to any Obligor’s Equity Interest is acquired by virtue of realization on the Collateral or if indirect ownership of any Tenant Site Asset is otherwise acquiredClosing Date, the Servicer shall require service and administer the applicable entities Mortgage Loan without regard to observe all corporate, limited liability company, limited partnership, or other applicable organizational formalities and protocols, and to observe all separateness covenants set forth in their respective organizational documents, so as to mitigate any potential attempt to xxxxxx the corporate veil terms of such entitiesletter of modification unless the Servicer has received (after the 90th day following, but on or before the first anniversary of, the Closing Date) such letter of modification and an Opinion of Counsel (which shall not be an expense of the Trust) to the effect that permitting the subject modification would not result in an Adverse REMIC Event with respect to any REMIC Pool. (dii) As to each GECA Mortgage Loan that is an ARD Loan, that provides for defeasance and further provides for the calculation of the cash flow to be provided for by the pledge of United States Treasury pursuant to such defeasance provision to be based upon the Monthly Payments scheduled to be due during the term of such ARD Loan to its Maturity Date (without regard to its Anticipated Repayment Date), and as to each Column Mortgage Loan secured by any of the Mortgage Properties identified on the Mortgage Loan Schedule as Comfort Inn-Hollywood, Hampton Inn & Suites, Holiday Inn-Lake Havasu, Holiday Inn Express, Xxxxxx Xxxxxxx Hotel and Ramada Limited, the Servicer shall prepare and forward to the related Mortgagor a letter of modification of the related Mortgage Note, which letter shall (A) be in a form reasonably acceptable to GECA, the Servicer and the Depositor, (B) provide that such calculation of the cash flow to be provided for by the pledge of United States Treasury obligations under such defeasance provision shall be calculated on the basis of the assumption that the related Anticipated Repayment Date constitutes the Maturity Date (notwithstanding any contrary provision of such Mortgage Loan) and otherwise in accordance with the terms of such Mortgage Loan as in effect prior to the execution of such letter, (C) provide that the related Mortgagor shall not be required or permitted to defease such Mortgage Loan at any time after the related Anticipated Repayment Date (notwithstanding any contrary provision of such Mortgage Loan), and (D) be conditioned upon the related Mortgagor's execution and return thereof to the Servicer not later than the 80th day following the Closing Date. If, as to any Mortgage Loan referred to in the prior sentence, the Servicer does not receive on or before the 80th day following the Closing Date an executed copy of the letter of modification contemplated by the preceding sentence, the Servicer shall, prior to the 90th day following the Closing Date, prepare and forward to the related Mortgagor a unilateral letter of modification, which unilateral letter of modification shall (X) be in a form reasonably acceptable to GECA, the Servicer and the Depositor and (Y) grant to such Mortgagor the option to have any and all calculations of the cash flow to be provided for by the pledge of United States Treasury obligations pursuant to the related defeasance provision to be calculated as described in clause (B) above. The Servicer shall review and confirm not have any liability to the mathematical accuracy Trust or the Certificateholders solely by reason of its servicing any such Mortgage Loan according to the terms thereof as modified by such unilateral letter of modification. (i) With respect to each certification Designated ARD Loan, to the extent that the related Seller has not on or before the Closing Date delivered to the related Mortgagor a waiver of the Manager in connection with the addition accrual of Additional Tenant Site Assets Interest to the extent the related Additional Interest Rate exceeds 2.0% per annum, the Servicer shall deliver, on or Additional Obligor Tenant Site Assetsbefore the 90th day following the Closing Date, as contemplated by Section 2.12(d) such a waiver on behalf of the IndentureTrust Fund as the holder of such Designated ARD Loan.