Certain Matters Regarding the Serviced Loan Combinations. (a) With respect to the Serviced Loan Combinations, except for those duties to be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Intercreditor Agreement. (b) The applicable Master Servicer shall maintain a register (the “Serviced Pari Passu Companion Loan Holder Register”) on which the applicable Master Servicer shall record the names and addresses of any Serviced Pari Passu Companion Loan Holders and wire transfer instructions for such Serviced Pari Passu Companion Loan Holders from time to time, to the extent such information is provided in writing to the applicable Master Servicer by the related Serviced Pari Passu Companion Loan Holder. Upon the transfer of any Serviced Pari Passu Companion Loan, each subsequent Serviced Pari Passu Companion Loan Holder, or a servicer on its behalf, is required pursuant to the related Intercreditor Agreement to inform the applicable Master Servicer of its name and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement or other agreement effectuating such transfer. Additionally, each Serviced Pari Passu Companion Loan Holder shall inform the applicable Master Servicer of its taxpayer identification number and wiring instructions. The name, address, tax identification number, and wiring instructions of each initial Serviced Pari Passu Companion Loan Holder as of the Closing Date is set forth on Schedule IX hereto. The applicable Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX hereto or delivered by any Serviced Pari Passu Companion Loan Holder until it receives written notice of transfer or of any change in information. Upon receipt of a written request from any party hereto, the applicable Master Servicer shall provide a current list of Serviced Pari Passu Companion Loan Holders, together with contact information for any Serviced Pari Passu Companion Loan Holders. In no event shall the applicable Master Servicer be obligated to pay any party the amounts payable to a Serviced Pari Passu Companion Loan Holder hereunder other than the Person listed as such Serviced Pari Passu Companion Loan Holder on the Serviced Pari Passu Companion Loan Holder Register. If a Serviced Pari Passu Companion Loan Holder transfers the related Serviced Pari Passu Companion Loan without notice to the applicable Master Servicer, the applicable Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Pari Passu Companion Loan and shall have no obligation to recover and redirect such payment. The applicable Master Servicer shall promptly provide the names and addresses of any Serviced Pari Passu Companion Loan Holders to any party hereto, and any such party or successor may, without further investigation, conclusively rely upon such information. The applicable Master Servicer shall have no liability to any Person for the provision of any such names and addresses. (c) With respect to any Serviced Loan Combination during any Subordinate Control Period, the Subordinate Class Representative shall be entitled to exercise the consent rights of such Serviced Loan Combination to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related Intercreditor Agreement and this Agreement. (d) The applicable Special Servicer (if any Serviced Pari Passu Companion Loan is a Specially Serviced Mortgage Loan or has become an REO Mortgage Loan) or the applicable Master Servicer (with respect to any Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration of, and the preparation and delivery of reports and other information with respect to, any Serviced Loan Combination related to any Serviced Pari Passu Companion Loan or any related REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related Intercreditor Agreement. In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Pari Passu Companion Loan: (i) none of the applicable Master Servicer, the applicable Special Servicer or the Trustee shall make any P&I Advance with respect to any Serviced Pari Passu Companion Loan; and (ii) the applicable Master Servicer and the applicable Special Servicer shall each consult with and obtain the consent of the related Serviced Pari Passu Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement. If any Serviced Pari Passu Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning of the Grantor Trust Provisions), then neither the applicable Master Servicer nor the applicable Special Servicer shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust. The parties hereto acknowledge that no Serviced Pari Passu Companion Loan Holder shall (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the applicable Master Servicer, the applicable Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for taking any action, or for refraining from the taking of any action, pursuant to the related Intercreditor Agreement, or for the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed its understanding that a Serviced Pari Passu Companion Loan Holder (i) may take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced Pari Passu Companion Loan Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates. The parties hereto recognize and acknowledge the rights of each Serviced Pari Passu Companion Loan Holder under the related Intercreditor Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of the Intercreditor Agreement for such Serviced Loan Combination shall control. Each of the rights of any Serviced Pari Passu Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by a designee thereof on its behalf; provided that the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator and the Trustee are provided with written notice by the related Serviced Pari Passu Companion Loan Holder of such designation (upon which such party may conclusively rely) and the contact details of the designee. If any Person purchases the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently due and owing to them hereunder with respect to the related Serviced Pari Passu Companion Loan(s) that, pursuant to this Agreement, would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced Pari Passu Companion Loan. Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements. Any reference to servicing any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement. For purposes of exercising any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related Intercreditor Agreement, the Subordinate Class Representative shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement to effect such designation. (e) With respect to each Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide any Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Non-Controlling Note Holder” under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder to be provided to Certificateholders or to the Subordinate Class Representative, within the same time frame it is required to provide such information and materials to the Certificateholders or the Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement received by the applicable Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default sent to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating to such Serviced Loan Combination, including, without limitation, property inspection reports, loan servicing statements, Borrower requests, asset status reports, any other information delivered by the applicable Master Servicer to the Subordinate Class Representative and copies of any other notice, information or report that it is required to provide to the Subordinate Class Representative pursuant to this Agreement with respect to any “major decisions” or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Loan Combination. Any copies to be furnished by the applicable Master Servicer or the applicable Special Servicer may be furnished by hard copy or electronic means. (f) With respect to each Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall: (i) consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation with respect to any “major decision” set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to any Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, the applicable Master Servicer or applicable Special Servicer, as applicable, shall no longer be obligated to consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) (unless the applicable Master Servicer or applicable Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the related Serviced Pari Passu Companion Loan Holder, the applicable Master Servicer or the applicable Special Servicer, as applicable, may take any “major decision” set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned or extended ten (10) Business Day period if the applicable Master Servicer or the applicable Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder. In no event shall the applicable Master Servicer or the applicable Special Servicer be obligated at any time to follow or take any alternative actions recommended by any Serviced Pari Passu Companion Loan Holder; and (ii) in addition to the foregoing non-binding consultation rights, each Serviced Pari Passu Companion Loan Holder shall have the right to annual meetings with the applicable Master Servicer or the applicable Special Servicer at the offices of the applicable Master Servicer or the applicable Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the applicable Master Servicer or the applicable Special Servicer, as applicable, in which servicing issues related to any related Serviced Loan Combination are discussed. (g) In connection with the securitization of any of the Bank of America Plaza Pari Passu Companion Loans, the Columbus Square Portfolio Pari Passu Companion Loans or the Stamford Plaza Portfolio Pari Passu Companion Loans, in each case, while such Pari Passu Companion Loan is a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the holder of the related Serviced Companion Loan, each of the General Master Servicer, the General Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such holder of the Serviced Companion Loan in attempting to cause the related Borrower to provide information relating to such Loan Combination and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such securitization. On the Stamford Plaza Portfolio Controlling Pari Passu Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the Mortgage File (other than the Mortgage Note evidencing the Stamford Plaza Portfolio Mortgage Loan, the original of which shall be retained by the Custodian) for the related Loan Combination to the applicable Non-Trust Trustee and (ii) the applicable Master Servicer shall deliver possession of the Servicing File for the Stamford Plaza Portfolio Loan Combination to the Non-Trust Master Servicer, together with (for the purposes of clarification only, to the extent not included in the Servicing File) any applicable Reserve Funds, Escrow Funds, Additional Collateral and/or Letter(s) of Credit in such Master Servicer’s possession with respect to the related Loan Combination.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C22), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc26)

Certain Matters Regarding the Serviced Loan Combinations. (a) With respect to the Serviced Loan Combinations, except for those duties to be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Intercreditor Agreement. (b) The applicable Master Servicer shall maintain a register (the “Serviced Pari Passu Companion Loan Holder Register”) on which the applicable Master Servicer shall record the names and addresses of any Serviced Pari Passu Companion Loan Holders and wire transfer instructions for such Serviced Pari Passu Companion Loan Holders from time to time, to the extent such information is provided in writing to the applicable Master Servicer by the related Serviced Pari Passu Companion Loan Holder. Upon the transfer of any Serviced Pari Passu Companion Loan, each subsequent Serviced Pari Passu Companion Loan ~~Holder, or a servicer on its behalf, is required pursuant to the related Intercreditor Agreement~~ Holder has agreed to inform the applicable Master Servicer of its name and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement ~~or other agreement effectuating such transfer~~pursuant to the related Intercreditor Agreement. Additionally, each Serviced Pari Passu Companion Loan Holder shall inform the applicable Master Servicer of its taxpayer identification number and wiring instructions. The name, address, tax identification number, and wiring instructions of each initial Serviced Pari Passu Companion Loan Holder as of the Closing Date is set forth on Schedule IX hereto. The applicable Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX hereto or delivered by any Serviced Pari Passu Companion Loan Holder until it receives written notice of transfer or of any change in information. Upon receipt of a written request from any party hereto, the applicable Master Servicer shall provide a current list of Serviced Pari Passu Companion Loan Holders, together with contact information for any Serviced Pari Passu Companion Loan Holders. In no event shall the applicable Master Servicer be obligated to pay any party the amounts payable to a Serviced Pari Passu Companion Loan Holder hereunder other than the Person listed as such Serviced Pari Passu Companion Loan Holder on the Serviced Pari Passu Companion Loan Holder Register. If a Serviced Pari Passu Companion Loan Holder transfers the related Serviced Pari Passu Companion Loan without notice to the applicable Master Servicer, the applicable Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Pari Passu Companion Loan and shall have no obligation to recover and redirect such payment. The applicable Master Servicer shall promptly provide the names and addresses of any Serviced Pari Passu Companion Loan Holders to any party hereto, and any such party or successor may, without further investigation, conclusively rely upon such information. The applicable Master Servicer shall have no liability to any Person for the provision of any such names and addresses. (c) With respect to any Serviced Loan Combination during any Subordinate Control Period, the Subordinate Class Representative shall be entitled to exercise the consent rights of such Serviced Loan Combination to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related Intercreditor Agreement and this Agreement. (d) The applicable Special Servicer (if any Serviced Pari Passu Companion Loan is a Specially Serviced Mortgage Loan or has become an REO Mortgage Loan) or the applicable Master Servicer (with respect to any Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration of, and the preparation and delivery of reports and other information with respect to, any Serviced Loan Combination related to any Serviced Pari Passu Companion Loan or any related REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related Intercreditor Agreement. In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Pari Passu Companion Loan: (i) none of the applicable Master Servicer, the applicable Special Servicer or the Trustee shall make any P&I Advance with respect to any Serviced Pari Passu Companion Loan; and (ii) the applicable Master Servicer and the applicable Special Servicer shall each consult with and obtain the consent of the related Serviced Pari Passu Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement. If any Serviced Pari Passu Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning of the Grantor Trust Provisions), then neither the applicable Master Servicer nor the applicable Special Servicer shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust. The parties hereto acknowledge that no Serviced Pari Passu Companion Loan Holder shall (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the applicable Master Servicer, the applicable Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for taking any action, or for refraining from the taking of any action, pursuant to the related Intercreditor Agreement, or for the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed its understanding that a Serviced Pari Passu Companion Loan Holder (i) may take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced Pari Passu Companion Loan Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates. The parties hereto recognize and acknowledge the rights of each Serviced Pari Passu Companion Loan Holder under the related Intercreditor Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of the Intercreditor Agreement for such Serviced Loan Combination shall control. Each of the rights of any Serviced Pari Passu Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by a designee thereof on its behalf; provided that the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator and the Trustee are provided with written notice by the related Serviced Pari Passu Companion Loan Holder of such designation (upon which such party may conclusively rely) and the contact details of the designee. If any Person purchases the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently due and owing to them hereunder with respect to the related Serviced Pari Passu Companion Loan(s) that, pursuant to this Agreement, would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced Pari Passu Companion Loan. Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements. Any reference to servicing any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement. For purposes of exercising any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related Intercreditor Agreement, the Subordinate Class Representative shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement to effect such designation. (e) With respect to each Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide any Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Non-Controlling Note Holder” under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder to be provided to Certificateholders or to the Subordinate Class Representative, within the same time frame it is required to provide such information and materials to the Certificateholders or the Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement received by the applicable Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default sent to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating to such Serviced Loan Combination, including, without limitation, property inspection reports, loan servicing statements, Borrower requests, asset status reports, any other information delivered by the applicable Master Servicer to the Subordinate Class Representative and copies of any other notice, information or report that it is required to provide to the Subordinate Class Representative pursuant to this Agreement with respect to any “major decisions” or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Loan Combination. Any copies to be furnished by the applicable Master Servicer or the applicable Special Servicer may be furnished by hard copy or electronic means. (f) With respect to each Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall: (i) consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation with respect to any “major decision” set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to any Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, the applicable Master Servicer or applicable Special Servicer, as applicable, shall no longer be obligated to consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) (unless the applicable Master Servicer or applicable Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the related Serviced Pari Passu Companion Loan Holder, the applicable Master Servicer or the applicable Special Servicer, as applicable, may take any “major decision” set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned or extended ten (10) Business Day period if the applicable Master Servicer or the applicable Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder. In no event shall the applicable Master Servicer or the applicable Special Servicer be obligated at any time to follow or take any alternative actions recommended by any Serviced Pari Passu Companion Loan Holder; and (ii) in addition to the foregoing non-binding consultation rights, each Serviced Pari Passu Companion Loan Holder shall have the right to annual meetings with the applicable Master Servicer or the applicable Special Servicer at the offices of the applicable Master Servicer or the applicable Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the applicable Master Servicer or the applicable Special Servicer, as applicable, in which servicing issues related to any related Serviced Loan Combination are discussed. (g) In connection with the securitization of ~~any of~~ the ~~Bank of America~~ Garden State Plaza Pari Passu Companion ~~Loans~~Loan, ~~the Columbus Square Portfolio~~ an AmericasMart Pari Passu Companion ~~Loans~~ Loan or ~~the Stamford Plaza Portfolio~~ a The Outlet Collection | Jersey Gardens Pari Passu Companion ~~Loans~~Loan, in each ~~case,~~ case while such Pari Passu Companion Loan is a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the ~~holder of the~~ related Serviced Companion ~~Loan~~Loan Holder, each of the General Master Servicer, the General Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such ~~holder of the~~ Serviced Companion Loan Holder in attempting to cause the related Borrower to provide information relating to such Loan Combination and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such ~~securitization.~~ Non-Trust Securitization. (h) On the ~~Stamford~~ Garden State Plaza ~~Portfolio Controlling~~ Pari Passu Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the Mortgage File (other than the Mortgage Note evidencing the ~~Stamford~~ Garden State Plaza ~~Portfolio~~ Mortgage Loan, the original of which shall be retained by the Custodian) for the ~~related~~ Garden State Plaza Loan Combination to the applicable Non-Trust Trustee and (ii) the ~~applicable~~ General Master Servicer shall ~~deliver possession of~~ transfer the Servicing File for the ~~Stamford~~ Garden State Plaza ~~Portfolio~~ Loan Combination to the applicable Non-Trust Master Servicer, together with (for the purposes of clarification only, to the extent not included in the Servicing File) any applicable Reserve Funds, Escrow Funds, Additional Collateral and/or Letter(s) of Credit in such Master Servicer’s possession with respect to the related Loan Combination.

Appears in 6 contracts

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

Certain Matters Regarding the Serviced Loan Combinations. (a) With respect to the Serviced Loan Combinations, except for those duties to be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Intercreditor Agreement. (b) The ~~applicable~~ Master Servicer shall maintain a register (the “Serviced ~~Pari Passu~~ Companion Loan Holder Register”) on which the ~~applicable~~ Master Servicer shall record the names and addresses of any Serviced ~~Pari Passu~~ Companion Loan Holders and wire transfer instructions for such Serviced ~~Pari Passu~~ Companion Loan Holders from time to time, to the extent such information is provided in writing to the ~~applicable~~ Master Servicer by the related Serviced ~~Pari Passu~~ Companion Loan Holder. Upon the transfer of any Serviced ~~Pari Passu~~ Companion Loan, each subsequent Serviced ~~Pari Passu~~ Companion Loan Holder, or a servicer on its behalf, is required pursuant to the related Intercreditor Agreement to inform the ~~applicable~~ Master Servicer of its name and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement or other agreement effectuating such transfer. Additionally, each Serviced ~~Pari Passu~~ Companion Loan Holder shall inform the ~~applicable~~ Master Servicer of its taxpayer identification number and wiring instructions. The name, address, tax identification number, and wiring instructions of each initial Serviced ~~Pari Passu~~ Companion Loan Holder as of the Closing Date is set forth on Schedule IX hereto. The ~~applicable~~ Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX hereto or delivered by any Serviced ~~Pari Passu~~ Companion Loan Holder until it receives written notice of transfer or of any change in information. Upon receipt of a written request from any party hereto, the ~~applicable~~ Master Servicer shall provide a current list of Serviced ~~Pari Passu~~ Companion Loan Holders, together with contact information for any Serviced ~~Pari Passu~~ Companion Loan Holders. In no event shall the ~~applicable~~ Master Servicer be obligated to pay any party the amounts payable to a Serviced ~~Pari Passu~~ Companion Loan Holder hereunder other than the Person listed as such Serviced ~~Pari Passu~~ Companion Loan Holder on the Serviced ~~Pari Passu~~ Companion Loan Holder Register. If a Serviced ~~Pari Passu~~ Companion Loan Holder transfers the related Serviced ~~Pari Passu~~ Companion Loan without notice to the ~~applicable~~ Master Servicer, the ~~applicable~~ Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced ~~Pari Passu~~ Companion Loan and shall have no obligation to recover and redirect such payment. The ~~applicable~~ Master Servicer shall promptly provide the names and addresses of any Serviced ~~Pari Passu~~ Companion Loan Holders to any party hereto, and any such party or successor may, without further investigation, conclusively rely upon such information. The ~~applicable~~ Master Servicer shall have no liability to any Person for the provision of any such names and addresses. (c) With respect to any Serviced Loan Combination during any Subordinate Control Period, the Subordinate Class Representative shall be entitled to exercise the consent rights of such Serviced Loan Combination to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related Intercreditor Agreement and this Agreement. (d) The ~~applicable~~ Special Servicer (if any Serviced ~~Pari Passu~~ Companion Loan is a Specially Serviced Mortgage Loan or has become an REO Mortgage Loan) or the ~~applicable~~ Master Servicer (with respect to any Serviced ~~Pari Passu~~ Companion Loan that is not a Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration of, and the preparation and delivery of reports and other information with respect to, any Serviced Loan Combination related to any Serviced ~~Pari Passu~~ Companion Loan or any related REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related Intercreditor Agreement. In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced ~~Pari Passu~~ Companion Loan: (i) none of the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer or the Trustee shall make any P&I Advance with respect to any Serviced ~~Pari Passu~~ Companion Loan; and (ii) the ~~applicable~~ Master Servicer and the ~~applicable~~ Special Servicer shall each consult with and obtain the consent of the related Serviced ~~Pari Passu~~ Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement. If any Serviced ~~Pari Passu~~ Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning of the Grantor Trust Provisions), then neither the ~~applicable~~ Master Servicer nor the ~~applicable~~ Special Servicer shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust. The parties hereto acknowledge that no Serviced ~~Pari Passu~~ Companion Loan Holder shall (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for taking any action, or for refraining from the taking of any action, pursuant to the related Intercreditor Agreement, or for the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed its understanding that a Serviced ~~Pari Passu~~ Companion Loan Holder (i) may take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced ~~Pari Passu~~ Companion Loan Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates. The parties hereto recognize and acknowledge the rights of each Serviced ~~Pari Passu~~ Companion Loan Holder under the related Intercreditor Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of the Intercreditor Agreement for such Serviced Loan Combination shall control. Each of the rights of any Serviced ~~Pari Passu~~ Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by a designee thereof on its behalf; provided that the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer, the Certificate Administrator and the Trustee are provided with written notice by the related Serviced ~~Pari Passu~~ Companion Loan Holder of such designation (upon which such party may conclusively rely) and the contact details of the designee. If any Person purchases the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently due and owing to them hereunder with respect to the related Serviced ~~Pari Passu~~ Companion Loan(s) that, pursuant to this Agreement, would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced ~~Pari Passu~~ Companion Loan. Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements. Any reference to servicing any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement. For purposes of exercising any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related Intercreditor Agreement, the Subordinate Class Representative shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement to effect such designation. (e) With respect to each Serviced Pari Passu Loan Combination, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall provide any Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Non-Controlling Note Holder” under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder to be provided to Certificateholders or to the Subordinate Class Representative, within the same time frame it is required to provide such information and materials to the Certificateholders or the Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement received by the ~~applicable~~ Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default sent to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating to such Serviced Pari Passu Loan Combination, including, without limitation, property inspection reports, loan servicing statements, Borrower requests, ~~asset status reports~~Asset Status Reports, any other information delivered by the ~~applicable~~ Master Servicer to the Subordinate Class Representative and copies of any other notice, information or report that it is required to provide to the Subordinate Class Representative pursuant to this Agreement with respect to any “major decisions” or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Loan Combination. Any copies to be furnished by the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer may be furnished by hard copy or electronic means. (f) With respect to each Serviced Pari Passu Loan Combination, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall: (i) consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation with respect to any “major decision”, “major action” or analogous term having the same meaning set forth in or contemplated by the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to any Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, the ~~applicable~~ Master Servicer or ~~applicable~~ Special Servicer, as applicable, shall no longer be obligated to consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) (unless the ~~applicable~~ Master Servicer or ~~applicable~~ Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the related Serviced Pari Passu Companion Loan Holder, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, may take any “major decision”, “major action” or analogous term set forth in or contemplated by the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned or extended ten (10) Business Day period if the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder. In no event shall the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer be obligated at any time to follow or take any alternative actions recommended by any Serviced Pari Passu Companion Loan Holder; and (ii) in addition to the foregoing non-binding consultation rights, each Serviced Pari Passu Companion Loan Holder shall have the right to annual meetings with the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer at the offices of the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, in which servicing issues related to any related Serviced Loan Combination are discussed. (g) In connection with the securitization of any ~~of the Bank of America Plaza~~ Serviced Pari Passu Companion ~~Loans, the Columbus Square Portfolio Pari Passu Companion Loans or the Stamford Plaza Portfolio Pari Passu Companion Loans, in each case~~Loan, while such Pari Passu Companion Loan is a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the holder of ~~the related~~ such Serviced Pari Passu Companion Loan, each of the ~~General~~ Master Servicer, the ~~General~~ Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such holder of ~~the~~ such Serviced Pari Passu Companion Loan in attempting to cause the related Borrower to provide information relating to ~~such~~ the related Loan Combination and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such securitization~~. On~~ . (h) With respect to each Serviced A/B Loan Combination, notwithstanding any rights the ~~Stamford Plaza Portfolio Controlling Pari Passu Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the Mortgage File (~~Subordinate Class Representative hereunder may have to consult with respect to any action or other ~~than the Mortgage Note evidencing the Stamford Plaza Portfolio Mortgage Loan, the original of which shall be retained by the Custodian) for the related Loan Combination~~ matter with respect to the ~~applicable Non-Trust Trustee and (ii) the applicable Master Servicer shall deliver possession~~ servicing of ~~the Servicing File for the Stamford Plaza Portfolio~~ such Serviced A/B Loan ~~Combination to the Non-Trust Master Servicer, together with (for the purposes of clarification only~~Combination, to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Serviced Subordinate Companion Loan Holder or its representative or is exercisable in conjunction with any related Serviced Subordinate Companion Loan Holder, then the Subordinate Class Representative shall not ~~included~~ be permitted to exercise such right. Additionally, notwithstanding anything in this Agreement to the ~~Servicing File)~~ contrary, the Master Servicer or Special Servicer, as applicable, shall consult with, seek the approval of, or obtain the consent of the Serviced Subordinate Companion Loan Holder or its representative with respect to any ~~applicable Reserve Funds, Escrow Funds, Additional Collateral and/or Letter(s) of Credit in such Master Servicer’s possession~~ matters with respect to the servicing of the related Serviced Subordinate Companion Loan ~~Combination~~to the extent required under the related Intercreditor Agreement and shall not take such actions requiring consent of or consultation with such Serviced Subordinate Companion Loan Holder or its representative without such consent or consultation. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to the Serviced Subordinate Companion Loan Holder or its representative as required under the related Intercreditor Agreement.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (COMM 2015-Lc19 Mortgage Trust), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20)

Certain Matters Regarding the Serviced Loan Combinations. (a) With respect to the Serviced Loan Combinations, except for those duties to be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Intercreditor Agreement. (b) The applicable Master Servicer shall maintain a register (the “Serviced Pari Passu Companion Loan Holder Register”) on which the applicable Master Servicer shall record the names and addresses of any Serviced Pari Passu Companion Loan Holders and wire transfer instructions for such Serviced Pari Passu Companion Loan Holders from time to time, to the extent such information is provided in writing to the applicable Master Servicer by the related Serviced Pari Passu Companion Loan Holder. Upon the transfer of any Serviced Pari Passu Companion Loan, each subsequent Serviced Pari Passu Companion Loan Holder, or a servicer on its behalf, is required pursuant to the related Intercreditor Agreement to inform the applicable Master Servicer of its name and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement or other agreement effectuating such transfer. Additionally, each Serviced Pari Passu Companion Loan Holder shall inform the applicable Master Servicer of its taxpayer identification number and wiring instructions. The name, address, tax identification number, and wiring instructions of each initial Serviced Pari Passu Companion Loan Holder as of the Closing Date is set forth on Schedule IX hereto. The applicable Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX hereto or delivered by any Serviced Pari Passu Companion Loan Holder until it receives written notice of transfer or of any change in information. Upon receipt of a written request from any party hereto, the applicable Master Servicer shall provide a current list of Serviced Pari Passu Companion Loan Holders, together with contact information for any Serviced Pari Passu Companion Loan Holders. In no event shall the applicable Master Servicer be obligated to pay any party the amounts payable to a Serviced Pari Passu Companion Loan Holder hereunder other than the Person listed as such Serviced Pari Passu Companion Loan Holder on the Serviced Pari Passu Companion Loan Holder Register. If a Serviced Pari Passu Companion Loan Holder transfers the related Serviced Pari Passu Companion Loan without notice to the applicable Master Servicer, the applicable Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Pari Passu Companion Loan and shall have no obligation to recover and redirect such payment. The applicable Master Servicer shall promptly provide the names and addresses of any Serviced Pari Passu Companion Loan Holders to any party hereto, and any such party or successor may, without further investigation, conclusively rely upon such information. The applicable Master Servicer shall have no liability to any Person for the provision of any such names and addresses. (c) With respect to any Serviced Loan Combination during any Subordinate Control Period, the Subordinate Class Representative shall be entitled to exercise the consent rights of such Serviced Loan Combination to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related Intercreditor Agreement and this Agreement. (d) The applicable Special Servicer (if any Serviced Pari Passu Companion Loan is a Specially Serviced Mortgage Loan or has become an REO Mortgage Loan) or the applicable Master Servicer (with respect to any Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration of, and the preparation and delivery of reports and other information with respect to, any Serviced Loan Combination related to any Serviced Pari Passu Companion Loan or any related REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related Intercreditor Agreement. In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Pari Passu Companion Loan: (i) none of the applicable Master Servicer, the applicable Special Servicer or the Trustee shall make any P&I Advance with respect to any Serviced Pari Passu Companion Loan; and (ii) the applicable Master Servicer and the applicable Special Servicer shall each consult with and obtain the consent of the related Serviced Pari Passu Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement. If any Serviced Pari Passu Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning of the Grantor Trust Provisions), then neither the applicable Master Servicer nor the applicable Special Servicer shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust. The parties hereto acknowledge that no Serviced Pari Passu Companion Loan Holder shall (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the applicable Master Servicer, the applicable Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for taking any action, or for refraining from the taking of any action, pursuant to the related Intercreditor Agreement, or for the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed its understanding that a Serviced Pari Passu Companion Loan Holder (i) may take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced Pari Passu Companion Loan Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates. The parties hereto recognize and acknowledge the rights of each Serviced Pari Passu Companion Loan Holder under the related Intercreditor Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of the Intercreditor Agreement for such Serviced Loan Combination shall control. Each of the rights of any Serviced Pari Passu Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by a designee thereof on its behalf; provided that the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator and the Trustee are provided with written notice by the related Serviced Pari Passu Companion Loan Holder of such designation (upon which such party may conclusively rely) and the contact details of the designee. If any Person purchases the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently due and owing to them hereunder with respect to the related Serviced Pari Passu Companion Loan(s) that, pursuant to this Agreement, would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced Pari Passu Companion Loan. Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements. Any reference to servicing any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement. For purposes of exercising any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related Intercreditor Agreement, the Subordinate Class Representative shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement to effect such designation. (e) With respect to each Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide any Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Non-Controlling Note Holder” under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder to be provided to Certificateholders or to the Subordinate Class Representative, within the same time frame it is required to provide such information and materials to the Certificateholders or the Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement received by the applicable Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default sent to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating to such Serviced Loan Combination, including, without limitation, property inspection reports, loan servicing statements, Borrower requests, asset status reports, any other information delivered by the applicable Master Servicer to the Subordinate Class Representative and copies of any other notice, information or report that it is required to provide to the Subordinate Class Representative pursuant to this Agreement with respect to any “major decisions” or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Loan Combination. Any copies to be furnished by the applicable Master Servicer or the applicable Special Servicer may be furnished by hard copy or electronic means. (f) With respect to each Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall: (i) consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation with respect to any “major decision” set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to any Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, the applicable Master Servicer or applicable Special Servicer, as applicable, shall no longer be obligated to consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) (unless the applicable Master Servicer or applicable Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the related Serviced Pari Passu Companion Loan Holder, the applicable Master Servicer or the applicable Special Servicer, as applicable, may take any “major decision” set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned or extended ten (10) Business Day period if the applicable Master Servicer or the applicable Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder. In no event shall the applicable Master Servicer or the applicable Special Servicer be obligated at any time to follow or take any alternative actions recommended by any Serviced Pari Passu Companion Loan Holder; and (ii) in addition to the foregoing non-binding consultation rights, each Serviced Pari Passu Companion Loan Holder shall have the right to annual meetings with the applicable Master Servicer or the applicable Special Servicer at the offices of the applicable Master Servicer or the applicable Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the applicable Master Servicer or the applicable Special Servicer, as applicable, in which servicing issues related to any related Serviced Loan Combination are discussed. (g) In connection with the securitization of any of the ~~Bank of America Plaza~~ JW Marriott New Orleans Pari Passu Companion ~~Loans,~~ Loan or the ~~Columbus Square Portfolio~~ Depot Park Pari Passu Companion ~~Loans or the Stamford Plaza Portfolio Pari Passu Companion Loans~~Loan, in each case, while such Pari Passu Companion Loan is a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the holder of the related Serviced Companion Loan, each of the General Master Servicer, the General Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such holder of the Serviced Companion Loan in attempting to cause the related Borrower to provide information relating to such Loan Combination and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such securitization. On the Stamford Plaza Portfolio Controlling Pari Passu Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the Mortgage File (other than the Mortgage Note evidencing the Stamford Plaza Portfolio Mortgage Loan, the original of which shall be retained by the Custodian) for the related Loan Combination to the applicable Non-Trust Trustee and (ii) the applicable Master Servicer shall deliver possession of the Servicing File for the Stamford Plaza Portfolio Loan Combination to the Non-Trust Master Servicer, together with (for the purposes of clarification only, to the extent not included in the Servicing File) any applicable Reserve Funds, Escrow Funds, Additional Collateral and/or Letter(s) of Credit in such Master Servicer’s possession with respect to the related Loan Combination.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C26), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18)

Certain Matters Regarding the Serviced Loan Combinations. (a) With respect to the Serviced Loan Combinations, except for those duties to be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Intercreditor Agreement. (b) The ~~applicable~~ Master Servicer shall maintain a register (the “Serviced ~~Pari Passu~~ Companion Loan Holder Register”) on which the ~~applicable~~ Master Servicer shall record the names and addresses of any Serviced ~~Pari Passu~~ Companion Loan Holders and wire transfer instructions for such Serviced ~~Pari Passu~~ Companion Loan Holders from time to time, to the extent such information is provided in writing to the ~~applicable~~ Master Servicer by the related Serviced ~~Pari Passu~~ Companion Loan Holder. Upon the transfer of any Serviced ~~Pari Passu~~ Companion Loan, each subsequent Serviced ~~Pari Passu~~ Companion Loan Holder, or a servicer on its behalf, is required pursuant to the related Intercreditor Agreement to inform the ~~applicable~~ Master Servicer of its name and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement or other agreement effectuating such transfer. Additionally, each Serviced ~~Pari Passu~~ Companion Loan Holder shall inform the ~~applicable~~ Master Servicer of its taxpayer identification number and wiring instructions. The name, address, tax identification number, and wiring instructions of each initial Serviced ~~Pari Passu~~ Companion Loan Holder as of the Closing Date is set forth on Schedule IX hereto. The ~~applicable~~ Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX hereto or delivered by any Serviced ~~Pari Passu~~ Companion Loan Holder until it receives written notice of transfer or of any change in information. Upon receipt of a written request from any party hereto, the ~~applicable~~ Master Servicer shall provide a current list of Serviced ~~Pari Passu~~ Companion Loan Holders, together with contact information for any Serviced ~~Pari Passu~~ Companion Loan Holders. In no event shall the ~~applicable~~ Master Servicer be obligated to pay any party the amounts payable to a Serviced ~~Pari Passu~~ Companion Loan Holder hereunder other than the Person listed as such Serviced ~~Pari Passu~~ Companion Loan Holder on the Serviced ~~Pari Passu~~ Companion Loan Holder Register. If a Serviced ~~Pari Passu~~ Companion Loan Holder transfers the related Serviced ~~Pari Passu~~ Companion Loan without notice to the ~~applicable~~ Master Servicer, the ~~applicable~~ Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced ~~Pari Passu~~ Companion Loan and shall have no obligation to recover and redirect such payment. The ~~applicable~~ Master Servicer shall promptly provide the names and addresses of any Serviced ~~Pari Passu~~ Companion Loan Holders to any party hereto, and any such party or successor may, without further investigation, conclusively rely upon such information. The ~~applicable~~ Master Servicer shall have no liability to any Person for the provision of any such names and addresses. (c) With respect to any Serviced Loan Combination during any Subordinate Control ~~Period~~Period (unless such Serviced Loan Combination is an Excluded Loan), the Subordinate Class Representative shall be entitled to exercise the consent rights of such Serviced Loan Combination to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related Intercreditor Agreement and this Agreement. (d) The ~~applicable~~ Special Servicer (if any Serviced ~~Pari Passu~~ Companion Loan is a Specially Serviced Mortgage Loan or has become an REO Mortgage Loan) or the ~~applicable~~ Master Servicer (with respect to any Serviced ~~Pari Passu~~ Companion Loan that is not a Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration of, and the preparation and delivery of reports and other information with respect to, any Serviced Loan Combination related to any Serviced ~~Pari Passu~~ Companion Loan or any related REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related Intercreditor Agreement. In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced ~~Pari Passu~~ Companion Loan: (i) none of the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer or the Trustee shall make any P&I Advance with respect to any Serviced ~~Pari Passu~~ Companion Loan; and (ii) the ~~applicable~~ Master Servicer and the ~~applicable~~ Special Servicer shall each consult with and obtain the consent of the related Serviced ~~Pari Passu~~ Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement. If any Serviced ~~Pari Passu~~ Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning of the Grantor Trust Provisions), then neither the ~~applicable~~ Master Servicer nor the ~~applicable~~ Special Servicer shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust. The parties hereto acknowledge that no Serviced ~~Pari Passu~~ Companion Loan Holder shall (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for taking any action, or for refraining from the taking of any action, pursuant to the related Intercreditor Agreement, or for the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed its understanding that a Serviced ~~Pari Passu~~ Companion Loan Holder (i) may take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced ~~Pari Passu~~ Companion Loan Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates. The parties hereto recognize and acknowledge the rights of each Serviced ~~Pari Passu~~ Companion Loan Holder under the related Intercreditor Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of the Intercreditor Agreement for such Serviced Loan Combination shall control. Each of the rights of any Serviced ~~Pari Passu~~ Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by a designee thereof on its behalf; provided that the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer, the Certificate Administrator and the Trustee are provided with written notice by the related Serviced ~~Pari Passu~~ Companion Loan Holder of such designation (upon which such party may conclusively rely) and the contact details of the designee. If any Person purchases the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently due and owing to them hereunder with respect to the related Serviced ~~Pari Passu~~ Companion Loan(s) that, pursuant to this Agreement, would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced ~~Pari Passu~~ Companion Loan. Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements. Any reference to servicing any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement. For purposes of exercising any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related Intercreditor Agreement, the Subordinate Class Representative shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement to effect such designation. (e) With respect to each Serviced Pari Passu Loan Combination, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall provide any Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Non-Controlling Note Holder” under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder to be provided to Certificateholders or to the Subordinate Class ~~Representative~~Representative (determined without respect to whether or not such Loan Combination is an Excluded Loan), within the same time frame it is required to provide such information and materials to the Certificateholders or the Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement received by the ~~applicable~~ Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default sent to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating to such Serviced Pari Passu Loan Combination, including, without limitation, property inspection reports, loan servicing statements, Borrower requests, ~~asset status reports~~Asset Status Reports, any other information delivered by the ~~applicable~~ Master Servicer to the Subordinate Class Representative (other than with respect to any Loan Combination that is an Excluded Loan) and copies of any other notice, information or report that it is required to provide to the Subordinate Class Representative pursuant to this Agreement with respect to any “major decisions” or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Loan Combination. Any copies to be furnished by the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer may be furnished by hard copy or electronic means. (f) With respect to each Serviced Pari Passu Loan Combination, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall: (i) consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation with respect to any “major decision”, “major action” or analogous term having the same meaning set forth in or contemplated by the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to any Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, the ~~applicable~~ Master Servicer or ~~applicable~~ Special Servicer, as applicable, shall no longer be obligated to consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) (unless the ~~applicable~~ Master Servicer or ~~applicable~~ Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the related Serviced Pari Passu Companion Loan Holder, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, may take any “major decision”, “major action” or analogous term set forth in or contemplated by the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned or extended ten (10) Business Day period if the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder. In no event shall the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer be obligated at any time to follow or take any alternative actions recommended by any Serviced Pari Passu Companion Loan Holder; and (ii) in addition to the foregoing non-binding consultation rights, each Serviced Pari Passu Companion Loan Holder shall have the right to annual meetings with the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer at the offices of the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, in which servicing issues related to any related Serviced Loan Combination are discussed. (g) In connection with the securitization of any ~~of the Bank of America Plaza~~ Serviced Pari Passu Companion ~~Loans, the Columbus Square Portfolio Pari Passu Companion Loans or the Stamford Plaza Portfolio Pari Passu Companion Loans, in each case~~Loan, while such Pari Passu Companion Loan is a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the holder of ~~the related~~ such Serviced Pari Passu Companion Loan, each of the ~~General~~ Master Servicer, the ~~General~~ Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such holder of ~~the~~ such Serviced Pari Passu Companion Loan in attempting to cause the related Borrower to provide information relating to ~~such~~ the related Loan Combination and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such securitization~~. On~~ . (h) With respect to each Serviced A/B Loan Combination, notwithstanding any rights the ~~Stamford Plaza Portfolio Controlling Pari Passu Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the Mortgage File (~~Subordinate Class Representative hereunder may have to consult with respect to any action or other ~~than the Mortgage Note evidencing the Stamford Plaza Portfolio Mortgage Loan, the original of which shall be retained by the Custodian) for the related Loan Combination~~ matter with respect to the ~~applicable Non-Trust Trustee and (ii) the applicable Master Servicer shall deliver possession~~ servicing of ~~the Servicing File for the Stamford Plaza Portfolio~~ such Serviced A/B Loan ~~Combination to the Non-Trust Master Servicer, together with (for the purposes of clarification only~~Combination, to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Serviced Subordinate Companion Loan Holder or its representative or is exercisable in conjunction with any related Serviced Subordinate Companion Loan Holder, then the Subordinate Class Representative shall not ~~included~~ be permitted to exercise such right. Additionally, notwithstanding anything in this Agreement to the ~~Servicing File)~~ contrary, the Master Servicer or Special Servicer, as applicable, shall consult with, seek the approval or deemed approval of, or obtain the consent or deemed consent of the Serviced Subordinate Companion Loan Holder or its representative with respect to any ~~applicable Reserve Funds, Escrow Funds, Additional Collateral and/or Letter(s) of Credit in such Master Servicer’s possession~~ matters with respect to the servicing of the related Serviced Subordinate Companion Loan ~~Combination~~to the extent required under the related Intercreditor Agreement and shall not take such actions requiring consent or deemed consent of or consultation with such Serviced Subordinate Companion Loan Holder or its representative without such consent, deemed consent or consultation. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to the Serviced Subordinate Companion Loan Holder or its representative as required under the related Intercreditor Agreement.

Appears in 4 contracts

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

Certain Matters Regarding the Serviced Loan Combinations. (a) With respect to ~~the~~ Serviced Loan Combinations, except for those duties to be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Intercreditor Agreement. (b) The ~~applicable~~ Master Servicer shall maintain a register (the “Serviced Pari Passu Companion Loan Holder Register”) on which the ~~applicable~~ Master Servicer shall record the names and addresses of ~~any~~ the Serviced Pari Passu Companion Loan Holders and wire transfer instructions for such Serviced Pari Passu Companion Loan Holders from time to time, to the extent such information is provided in writing to the ~~applicable~~ Master Servicer by the related Serviced Pari Passu Companion Loan Holder. Upon the transfer of any Serviced Pari Passu Companion Loan, each subsequent Serviced Pari Passu Companion Loan ~~Holder, or a servicer on its behalf, is required pursuant to the related Intercreditor Agreement~~ Holder has agreed to inform the ~~applicable~~ Master Servicer of its name and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement ~~or other agreement effectuating such transfer~~pursuant to the related Intercreditor Agreement. Additionally, ~~each~~ the Serviced Pari Passu Companion Loan Holder shall inform the ~~applicable~~ Master Servicer of its ~~taxpayer~~ tax payer identification number and wiring instructions. The name, address, tax identification number, and wiring instructions of each initial Serviced Pari Passu Companion Loan Holder as of the Closing Date is set forth on Schedule IX X hereto. The ~~applicable~~ Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX X hereto or delivered by any Serviced Pari Passu Companion Loan Holder until it receives written notice of transfer or of any change in information. Upon receipt of a written request from any party hereto, the ~~applicable~~ Master Servicer shall provide a current list of Serviced Pari Passu Companion Loan Holders, together with contact information for ~~any~~ the Serviced Pari Passu Companion Loan Holders. In no event shall the ~~applicable~~ Master Servicer be obligated to pay any party the amounts payable to a Serviced Pari Passu Companion Loan ~~Holder~~ Holders hereunder other than the Person listed as ~~such~~ the Serviced Pari Passu Companion Loan Holder on the Serviced Pari Passu Companion Loan Holder Register. If In the event that a Serviced Pari Passu Companion Loan Holder transfers the related Serviced Pari Passu Companion Loan without notice to the ~~applicable~~ Master Servicer, the ~~applicable~~ Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Pari Passu Companion Loan and shall have no obligation to recover and redirect such payment. The ~~applicable~~ Master Servicer shall promptly provide the names and addresses of any Serviced Pari Passu Companion Loan Holders to any party hereto, and any such party or successor may, without further investigation, conclusively rely upon such information. The ~~applicable~~ Master Servicer shall have no liability to any Person for the provision of any such names and addresses. (c) With respect to any Serviced Loan ~~Combination during any Subordinate Control Period~~Combination, the Subordinate Class Representative shall be entitled to exercise the consent rights ~~of such Serviced Loan Combination~~ to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related Intercreditor Agreement and this Agreement. (d) The ~~applicable~~ Special Servicer (if any Serviced Pari Passu Companion Loan is a Specially Serviced Mortgage Loan or has become an REO Mortgage Loan) or the ~~applicable~~ Master Servicer (with respect to any Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration of, and the preparation and delivery of reports and other information with respect to, ~~any~~ the Serviced Loan Combination related to any Serviced Pari Passu Companion Loan or any related REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related Intercreditor Agreement. In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Pari Passu Companion Loan: (i) none of the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer or the Trustee shall make any P&I Advance with respect to ~~any~~ the Serviced Pari Passu Companion Loan; and (ii) the ~~applicable~~ Master Servicer and the ~~applicable~~ Special Servicer shall each consult with and obtain the consent of the related Serviced Pari Passu Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement. If any Serviced Pari Passu Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning of the Grantor Trust Provisions), then neither the ~~applicable~~ Master Servicer nor the ~~applicable~~ Special Servicer shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust. The parties hereto acknowledge that no a Serviced Pari Passu Companion Loan Holder shall not (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for ~~taking~~ any ~~action~~action taken, or for refraining from the taking of any ~~action,~~ action pursuant to the related Intercreditor ~~Agreement,~~ Agreement or ~~for~~ the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed its understanding that a Serviced Pari Passu Companion Loan Holder (i) may take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced Pari Passu Companion Loan Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates. The parties hereto recognize and acknowledge the rights of ~~each~~ the Serviced Pari Passu Companion Loan Holder under the related Intercreditor Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of the Intercreditor Agreement for such Serviced Loan Combination shall control. Each of the rights of ~~any~~ a Serviced Pari Passu Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by a designee thereof on its behalf; provided that the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer, the Certificate Administrator and the Trustee are provided with written notice by the related Serviced Pari Passu Companion Loan Holder of such designation (upon which such party may conclusively rely) and the contact details of the designee. If any Person purchases the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently due and owing to them hereunder with respect to the related Serviced Pari Passu Companion Loan(s) that, pursuant to this Agreement, would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced Pari Passu Companion Loan. Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements. Any reference to servicing any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement. For purposes of exercising any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related Intercreditor Agreement, the Subordinate Class Representative shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement to effect such designation. (e) With respect to ~~each~~ the Serviced Loan Combination, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall provide ~~any~~ the Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Non-Controlling Note Holder” under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder to be provided to Certificateholders or to the Subordinate Class Representative, within the same time frame it is required to provide such information and materials to the Certificateholders or the Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement received by the ~~applicable~~ Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default sent to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating to ~~such~~ the Serviced Loan Combination, including, without limitation, property inspection reports, loan servicing statements, Borrower requests, asset status reports, any other information delivered by the ~~applicable~~ Master Servicer to the Subordinate Class Representative and copies of any other notice, information or report that it is required to provide to the Subordinate Class Representative pursuant to this Agreement with respect to any “major decisions” or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Loan Combination. Any copies to be furnished by the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer may be furnished by hard copy or electronic means. (f) With respect to ~~each~~ the Serviced Loan Combination, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall: (i) consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation with respect to any “major decision” set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to ~~any~~ the Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, the ~~applicable~~ Master Servicer or ~~applicable~~ Special Servicer, as applicable, shall no longer be obligated to consult with the ~~related~~ Serviced Pari Passu Companion Loan Holder (or its designee or representative) (unless the ~~applicable~~ Master Servicer or ~~applicable~~ Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the ~~related~~ Serviced Pari Passu Companion Loan Holder, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, may take any “major decision” set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned ~~or extended~~ ten (10) Business Day period if the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder. In no event shall the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer be obligated at any time to follow or take any alternative actions recommended by ~~any~~ the Serviced Pari Passu Companion Loan Holder; and (ii) in addition to the foregoing non-binding consultation rights, ~~each~~ the Serviced Pari Passu Companion Loan Holder shall have the right to annual meetings with the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer at the offices of the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, in which servicing issues related to ~~any~~ the related Serviced Loan Combination are discussed. (g) In connection with the securitization of any of the Bank of America Plaza Pari Passu Companion Loans, the Columbus Square Portfolio Pari Passu Companion Loans or the Stamford Plaza Portfolio Pari Passu Companion Loans, in each case, while such Pari Passu Companion Loan is a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the holder of the related Serviced Companion Loan, each of the General Master Servicer, the General Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such holder of the Serviced Companion Loan in attempting to cause the related Borrower to provide information relating to such Loan Combination and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such securitization. On the Stamford Plaza Portfolio Controlling Pari Passu Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the Mortgage File (other than the Mortgage Note evidencing the Stamford Plaza Portfolio Mortgage Loan, the original of which shall be retained by the Custodian) for the related Loan Combination to the applicable Non-Trust Trustee and (ii) the applicable Master Servicer shall deliver possession of the Servicing File for the Stamford Plaza Portfolio Loan Combination to the Non-Trust Master Servicer, together with (for the purposes of clarification only, to the extent not included in the Servicing File) any applicable Reserve Funds, Escrow Funds, Additional Collateral and/or Letter(s) of Credit in such Master Servicer’s possession with respect to the related Loan Combination.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8)

Certain Matters Regarding the Serviced Loan Combinations. (a) With respect to the Serviced Loan Combinations, except for those duties to be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Intercreditor Agreement. (b) The applicable Master Servicer shall maintain a register (the “Serviced Pari Passu Companion Loan Holder Register”) on which the applicable Master Servicer shall record the names and addresses of any Serviced Pari Passu Companion Loan Holders and wire transfer instructions for such Serviced Pari Passu Companion Loan Holders from time to time, to the extent such information is provided in writing to the applicable Master Servicer by the related Serviced Pari Passu Companion Loan Holder. Upon the transfer of any Serviced Pari Passu Companion Loan, each subsequent Serviced Pari Passu Companion Loan Holder, or a servicer on its behalf, is required pursuant to the related Intercreditor Agreement to inform the applicable Master Servicer of its name and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement or other agreement effectuating such transfer. Additionally, each Serviced Pari Passu Companion Loan Holder shall inform the applicable Master Servicer of its taxpayer identification number and wiring instructions. The name, address, tax identification number, and wiring instructions of each initial Serviced Pari Passu Companion Loan Holder as of the Closing Date is set forth on Schedule IX hereto. The applicable Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX hereto or delivered by any Serviced Pari Passu Companion Loan Holder until it receives written notice of transfer or of any change in information. Upon receipt of a written request from any party hereto, the applicable Master Servicer shall provide a current list of Serviced Pari Passu Companion Loan Holders, together with contact information for any Serviced Pari Passu Companion Loan Holders. In no event shall the applicable Master Servicer be obligated to pay any party the amounts payable to a Serviced Pari Passu Companion Loan Holder hereunder other than the Person listed as such Serviced Pari Passu Companion Loan Holder on the Serviced Pari Passu Companion Loan Holder Register. If a Serviced Pari Passu Companion Loan Holder transfers the related Serviced Pari Passu Companion Loan without notice to the applicable Master Servicer, the applicable Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Pari Passu Companion Loan and shall have no obligation to recover and redirect such payment. The applicable Master Servicer shall promptly provide the names and addresses of any Serviced Pari Passu Companion Loan Holders to any party hereto, and any such party or successor may, without further investigation, conclusively rely upon such information. The applicable Master Servicer shall have no liability to any Person for the provision of any such names and addresses. (c) With respect to any Serviced Loan Combination during any Subordinate Control Period, the Subordinate Class Representative shall be entitled to exercise the consent rights of such Serviced Loan Combination to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related Intercreditor Agreement and this Agreement. (d) The applicable Special Servicer (if any Serviced Pari Passu Companion Loan is a Specially Serviced Mortgage Loan or has become an REO Mortgage Loan) or the applicable Master Servicer (with respect to any Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration of, and the preparation and delivery of reports and other information with respect to, any Serviced Loan Combination related to any Serviced Pari Passu Companion Loan or any related REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related Intercreditor Agreement. In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Pari Passu Companion Loan: (i) none of the applicable Master Servicer, the applicable Special Servicer or the Trustee shall make any P&I Advance with respect to any Serviced Pari Passu Companion Loan; and (ii) the applicable Master Servicer and the applicable Special Servicer shall each consult with and obtain the consent of the related Serviced Pari Passu Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement. If any Serviced Pari Passu Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning of the Grantor Trust Provisions), then neither the applicable Master Servicer nor the applicable Special Servicer shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust. The parties hereto acknowledge that no Serviced Pari Passu Companion Loan Holder shall (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the applicable Master Servicer, the applicable Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for taking any action, or for refraining from the taking of any action, pursuant to the related Intercreditor Agreement, or for the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed its understanding that a Serviced Pari Passu Companion Loan Holder (i) may take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced Pari Passu Companion Loan Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates. The parties hereto recognize and acknowledge the rights of each Serviced Pari Passu Companion Loan Holder under the related Intercreditor Agreement~~. Furthermore,~~ .Furthermore to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of the Intercreditor Agreement for such Serviced Loan Combination shall control. Each of the rights of any Serviced Pari Passu Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by a designee thereof on its behalf; provided that the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator and the Trustee are provided with written notice by the related Serviced Pari Passu Companion Loan Holder of such designation (upon which such party may conclusively rely) and the contact details of the designee. If any Person purchases the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently due and owing to them hereunder with respect to the related Serviced Pari Passu Companion Loan(s) that, pursuant to this Agreement, would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced Pari Passu Companion Loan. Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements. Any reference to servicing any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement. For purposes of exercising any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related Intercreditor Agreement, the Subordinate Class Representative shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement to effect such designation. (e) With respect to each Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide any Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Non-Controlling Note Holder” under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder to be provided to Certificateholders or to the Subordinate Class Representative, within the same time frame it is required to provide such information and materials to the Certificateholders or the Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement received by the applicable Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default sent to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating to such Serviced Loan Combination, including, without limitation, property inspection reports, loan servicing statements, Borrower requests, asset status reports, any other information delivered by the applicable Master Servicer to the Subordinate Class Representative and copies of any other notice, information or report that it is required to provide to the Subordinate Class Representative pursuant to this Agreement with respect to any “major decisions” or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Loan Combination. Any copies to be furnished by the applicable Master Servicer or the applicable Special Servicer may be furnished by hard copy or electronic means. (f) With respect to each Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall: (i) consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation with respect to any “major decision” set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to any Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, the applicable Master Servicer or applicable Special Servicer, as applicable, shall no longer be obligated to consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) (unless the applicable Master Servicer or applicable Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the related Serviced Pari Passu Companion Loan Holder, the applicable Master Servicer or the applicable Special Servicer, as applicable, may take any “major decision” set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned or extended ten (10) Business Day period if the applicable Master Servicer or the applicable Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder. In no event shall the applicable Master Servicer or the applicable Special Servicer be obligated at any time to follow or take any alternative actions recommended by any Serviced Pari Passu Companion Loan Holder; and (ii) in addition to the foregoing non-binding consultation rights, each Serviced Pari Passu Companion Loan Holder shall have the right to annual meetings with the applicable Master Servicer or the applicable Special Servicer at the offices of the applicable Master Servicer or the applicable Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the applicable Master Servicer or the applicable Special Servicer, as applicable, in which servicing issues related to any related Serviced Loan Combination are discussed. (g) In connection ~~with the~~ any securitization of ~~any of~~ the ~~Bank of America Plaza Pari Passu~~ Crossings at Corona Companion ~~Loans, the Columbus Square Portfolio Pari Passu Companion Loans or the Stamford Plaza Portfolio Pari Passu Companion Loans, in each case~~Loan, while such Pari Passu Companion Loan is a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the holder of ~~the related Serviced~~ such Pari Passu Companion Loan, each of the General Master Servicer, the General Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such holder ~~of the Serviced Companion Loan~~ in attempting to cause the related ~~Borrower~~ borrower to provide information relating to ~~such~~ the related Loan Combination and the related ~~notes, and that~~ notes as such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such securitization. On the Stamford Plaza Portfolio Controlling Pari Passu Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the Mortgage File (other than the Mortgage Note evidencing the Stamford Plaza Portfolio Mortgage Loan, the original of which shall be retained by the Custodian) for the related Loan Combination to the applicable Non-Trust Trustee and (ii) the applicable Master Servicer shall deliver possession of the Servicing File for the Stamford Plaza Portfolio Loan Combination to the Non-Trust Master Servicer, together with (for the purposes of clarification only, to the extent not included in the Servicing File) any applicable Reserve Funds, Escrow Funds, Additional Collateral and/or Letter(s) of Credit in such Master Servicer’s possession with respect to the related Loan Combination.

Appears in 3 contracts

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

Certain Matters Regarding the Serviced Loan Combinations. (a) With respect to the Serviced Loan Combinations, except for those duties to be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Intercreditor Agreement. (b) The ~~applicable~~ Master Servicer shall maintain a register (the “Serviced Pari Passu Companion Loan Holder Register”) on which the ~~applicable~~ Master Servicer shall record the names and addresses of any Serviced Pari Passu Companion Loan Holders and wire transfer instructions for such Serviced Pari Passu Companion Loan Holders from time to time, to the extent such information is provided in writing to the ~~applicable~~ Master Servicer by the related Serviced Pari Passu Companion Loan Holder. Upon the transfer of any Serviced Pari Passu Companion Loan, each subsequent Serviced Pari Passu Companion Loan Holder, or a servicer on its behalf, is required pursuant to the related Intercreditor Agreement to inform the ~~applicable~~ Master Servicer of its name and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement or other agreement effectuating such transfer. Additionally, each Serviced Pari Passu Companion Loan Holder shall inform the ~~applicable~~ Master Servicer of its taxpayer identification number and wiring instructions. The name, address, tax identification number, and wiring instructions of each initial Serviced Pari Passu Companion Loan Holder as of the Closing Date is set forth on Schedule IX hereto. The ~~applicable~~ Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX hereto or delivered by any Serviced Pari Passu Companion Loan Holder until it receives written notice of transfer or of any change in information. Upon receipt of a written request from any party hereto, the ~~applicable~~ Master Servicer shall provide a current list of Serviced Pari Passu Companion Loan Holders, together with contact information for any Serviced Pari Passu Companion Loan Holders. In no event shall the ~~applicable~~ Master Servicer be obligated to pay any party the amounts payable to a Serviced Pari Passu Companion Loan Holder hereunder other than the Person listed as such Serviced Pari Passu Companion Loan Holder on the Serviced Pari Passu Companion Loan Holder Register. If a Serviced Pari Passu Companion Loan Holder transfers the related Serviced Pari Passu Companion Loan without notice to the ~~applicable~~ Master Servicer, the ~~applicable~~ Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Pari Passu Companion Loan and shall have no obligation to recover and redirect such payment. The ~~applicable~~ Master Servicer shall promptly provide the names and addresses of any Serviced Pari Passu Companion Loan Holders to any party hereto, and any such party or successor may, without further investigation, conclusively rely upon such information. The ~~applicable~~ Master Servicer shall have no liability to any Person for the provision of any such names and addresses. (c) With respect to any Serviced Loan Combination during any Subordinate Control ~~Period~~Period (in the case of the St. Xxxxx Town Center Loan Combination, only following the occurrence and continuance of a Class SJ Control Appraisal Period in respect of the senior-most Class of Control-Eligible Loan-Specific Certificates), the Subordinate Class Representative shall be entitled to exercise the consent rights of such Serviced Loan Combination to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related Intercreditor Agreement and this Agreement. With respect to the St. Xxxxx Town Center Loan Combination prior to the occurrence and continuance of a Class SJ Control Appraisal Period with respect to the senior-most Class of Control-Eligible Loan-Specific Certificates, the Loan-Specific Subordinate Class Representative shall be entitled to the same consultation rights as described in respect of the Subordinate Class Representative in this Section 3.26. (d) The ~~applicable~~ Special Servicer (if any Serviced Pari Passu Companion Loan is a Specially Serviced Mortgage Loan or has become an REO Mortgage Loan) or the ~~applicable~~ Master Servicer (with respect to any Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration of, and the preparation and delivery of reports and other information with respect to, any Serviced Loan Combination related to any Serviced Pari Passu Companion Loan or any related REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related Intercreditor Agreement. In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Pari Passu Companion Loan: (i) none of the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer or the Trustee shall make any P&I Advance with respect to any Serviced Pari Passu Companion Loan; and (ii) the ~~applicable~~ Master Servicer and the ~~applicable~~ Special Servicer shall each consult with and obtain the consent of the related Serviced Pari Passu Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement. If any Serviced Pari Passu Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning of the Grantor Trust Provisions), then neither the ~~applicable~~ Master Servicer nor the ~~applicable~~ Special Servicer shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust. The parties hereto acknowledge that no Serviced Pari Passu Companion Loan Holder shall (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for taking any action, or for refraining from the taking of any action, pursuant to the related Intercreditor Agreement, or for the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed its understanding that a Serviced Pari Passu Companion Loan Holder (i) may take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced Pari Passu Companion Loan Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates. The parties hereto recognize and acknowledge the rights of each Serviced Pari Passu Companion Loan Holder under the related Intercreditor Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of the Intercreditor Agreement for such Serviced Loan Combination shall control. Each of the rights of any Serviced Pari Passu Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by a designee thereof on its behalf; provided that the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer, the Certificate Administrator and the Trustee are provided with written notice by the related Serviced Pari Passu Companion Loan Holder of such designation (upon which such party may conclusively rely) and the contact details of the designee. If any Person purchases the related Mortgage Loan and/or the related Trust Subordinate Companion Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently due and owing to them hereunder with respect to the related Serviced Pari Passu Companion Loan(s) and/or the related Trust Subordinate Companion Loan that, pursuant to this Agreement, would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced Pari Passu Companion Loan and/or the related Trust Subordinate Companion Loan. Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements. Any reference to servicing any of the Mortgage Loans or the Trust Subordinate Companion Loan in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement. For purposes of exercising any rights that the holder of the Mortgage ~~Note~~ Note(s) for any Mortgage Loan or Trust Subordinate Companion Loan in a Serviced Loan Combination may have under the related Intercreditor Agreement, the Subordinate Class Representative shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement to effect such designation; provided that with respect to the St. Xxxxx Town Center Loan Combination, any rights of the Subordinate Class Representatives pursuant to this paragraph shall be in effect only after the occurrence and during the continuance of a Class SJ Control Appraisal Period with respect to the senior-most Class of Control-Eligible Loan-Specific Certificates. (e) With respect to each Serviced Loan Combination, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall provide any Serviced Pari Passu Companion Loan ~~Holder~~ Holder, the Loan-Specific Subordinate Class Representative (solely with regard to the St. Xxxxx Town Center Loan Combination prior to the occurrence and continuance of a Class SJ Control Appraisal Period with respect to the senior-most Class of Control-Eligible Loan-Specific Certificates) and, if applicable, any related “Non-~~Controlling~~ Lead Securitization Note Holder” (or analogous Person) under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder to be provided to Certificateholders or to the Subordinate Class Representative (or the Loan-Specific Subordinate Class Representative, as applicable), within the same time frame it is required to provide such information and materials to the Certificateholders or the Subordinate Class Representative or the Loan-Specific Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement received by the ~~applicable~~ Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default sent to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating to such Serviced Loan Combination, including, without limitation, property inspection reports, loan servicing statements, Borrower requests, ~~asset status reports~~Asset Status Reports, any other information delivered by the ~~applicable~~ Master Servicer to the Subordinate Class Representative and copies of any other notice, information or report that it is required to provide to the Subordinate Class Representative pursuant to this Agreement with respect to any “major decisions” or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Loan Combination. Any copies to be furnished by the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer may be furnished by hard copy or electronic means. (f) With respect to each Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall: (i) consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation with respect to any “major decision” set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to any Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, the applicable Master Servicer or applicable Special Servicer, as applicable, shall no longer be obligated to consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) (unless the applicable Master Servicer or applicable Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the related Serviced Pari Passu Companion Loan Holder, the applicable Master Servicer or the applicable Special Servicer, as applicable, may take any “major decision” set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned or extended ten (10) Business Day period if the applicable Master Servicer or the applicable Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder. In no event shall the applicable Master Servicer or the applicable Special Servicer be obligated at any time to follow or take any alternative actions recommended by any Serviced Pari Passu Companion Loan Holder; and (ii) in addition to the foregoing non-binding consultation rights, each Serviced Pari Passu Companion Loan Holder shall have the right to annual meetings with the applicable Master Servicer or the applicable Special Servicer at the offices of the applicable Master Servicer or the applicable Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the applicable Master Servicer or the applicable Special Servicer, as applicable, in which servicing issues related to any related Serviced Loan Combination are discussed[Reserved]. (g) In connection with the securitization of ~~any of~~ the ~~Bank of America Plaza~~ St. Xxxxx Town Center Pari Passu Companion ~~Loans, the Columbus Square Portfolio Pari Passu Companion Loans or the Stamford Plaza Portfolio Pari Passu Companion Loans, in each case~~Loan, while such Pari Passu Companion Loan is a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the holder of the related Serviced Pari Passu Companion Loan, each of the ~~General~~ Master Servicer, the ~~General~~ Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such holder of the Serviced Pari Passu Companion Loan in attempting to cause the related Borrower to provide information relating to such Loan Combination and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such securitization. On the Stamford Plaza Portfolio Controlling Pari Passu Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the Mortgage File (other than the Mortgage Note evidencing the Stamford Plaza Portfolio Mortgage Loan, the original of which shall be retained by the Custodian) for the related Loan Combination to the applicable Non-Trust Trustee and (ii) the applicable Master Servicer shall deliver possession of the Servicing File for the Stamford Plaza Portfolio Loan Combination to the Non-Trust Master Servicer, together with (for the purposes of clarification only, to the extent not included in the Servicing File) any applicable Reserve Funds, Escrow Funds, Additional Collateral and/or Letter(s) of Credit in such Master Servicer’s possession with respect to the related Loan CombinationSecuritization.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C25), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24)

Certain Matters Regarding the Serviced Loan Combinations. (a) With respect to the Serviced Loan Combinations, except for those duties to be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Intercreditor Agreement. (b) The ~~applicable~~ Master Servicer shall maintain a register (the “Serviced Pari Passu Companion Loan Holder Register”) on which the ~~applicable~~ Master Servicer shall record the names and addresses of any Serviced Pari Passu Companion Loan Holders and wire transfer instructions for such Serviced Pari Passu Companion Loan Holders from time to time, to the extent such information is provided in writing to the ~~applicable~~ Master Servicer by the related Serviced Pari Passu Companion Loan Holder. Upon the transfer of any Serviced Pari Passu Companion Loan, each subsequent Serviced Pari Passu Companion Loan Holder, or a servicer on its behalf, is required pursuant to the related Intercreditor Agreement to inform the ~~applicable~~ Master Servicer of its name and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement or other agreement effectuating such transfer. Additionally, each Serviced Pari Passu Companion Loan Holder shall inform the ~~applicable~~ Master Servicer of its taxpayer identification number and wiring instructions. The name, address, tax identification number, and wiring instructions of each initial Serviced Pari Passu Companion Loan Holder as of the Closing Date is set forth on Schedule IX hereto. The ~~applicable~~ Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX hereto or delivered by any Serviced Pari Passu Companion Loan Holder until it receives written notice of transfer or of any change in information. Upon receipt of a written request from any party hereto, the ~~applicable~~ Master Servicer shall provide a current list of Serviced Pari Passu Companion Loan Holders, together with contact information for any Serviced Pari Passu Companion Loan Holders. In no event shall the ~~applicable~~ Master Servicer be obligated to pay any party the amounts payable to a Serviced Pari Passu Companion Loan Holder hereunder other than the Person listed as such Serviced Pari Passu Companion Loan Holder on the Serviced Pari Passu Companion Loan Holder Register. If a Serviced Pari Passu Companion Loan Holder transfers the related Serviced Pari Passu Companion Loan without notice to the ~~applicable~~ Master Servicer, the ~~applicable~~ Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Pari Passu Companion Loan and shall have no obligation to recover and redirect such payment. The ~~applicable~~ Master Servicer shall promptly provide the names and addresses of any Serviced Pari Passu Companion Loan Holders to any party hereto, and any such party or successor may, without further investigation, conclusively rely upon such information. The ~~applicable~~ Master Servicer shall have no liability to any Person for the provision of any such names and addresses. (c) With respect to any Serviced Loan Combination during any Subordinate Control Period, the Subordinate Class Representative shall be entitled to exercise the consent rights of such Serviced Loan Combination to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related Intercreditor Agreement and this Agreement. (d) The ~~applicable~~ Special Servicer (if any Serviced Pari Passu Companion Loan is a Specially Serviced Mortgage Loan or has become an REO Mortgage Loan) or the ~~applicable~~ Master Servicer (with respect to any Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration of, and the preparation and delivery of reports and other information with respect to, any Serviced Loan Combination related to any Serviced Pari Passu Companion Loan or any related REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related Intercreditor Agreement. In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Pari Passu Companion Loan: (i) none of the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer or the Trustee shall make any P&I Advance with respect to any Serviced Pari Passu Companion Loan; and (ii) the ~~applicable~~ Master Servicer and the ~~applicable~~ Special Servicer shall each consult with and obtain the consent of the related Serviced Pari Passu Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement. If any Serviced Pari Passu Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning of the Grantor Trust Provisions), then neither the ~~applicable~~ Master Servicer nor the ~~applicable~~ Special Servicer shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust. The parties hereto acknowledge that no Serviced Pari Passu Companion Loan Holder shall (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for taking any action, or for refraining from the taking of any action, pursuant to the related Intercreditor Agreement, or for the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed its understanding that a Serviced Pari Passu Companion Loan Holder (i) may take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced Pari Passu Companion Loan Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates. The parties hereto recognize and acknowledge the rights of each Serviced Pari Passu Companion Loan Holder under the related Intercreditor Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of the Intercreditor Agreement for such Serviced Loan Combination shall control. Each of the rights of any Serviced Pari Passu Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by a designee thereof on its behalf; provided that the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer, the Certificate Administrator and the Trustee are provided with written notice by the related Serviced Pari Passu Companion Loan Holder of such designation (upon which such party may conclusively rely) and the contact details of the designee. If any Person purchases the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently due and owing to them hereunder with respect to the related Serviced Pari Passu Companion Loan(s) that, pursuant to this Agreement, would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced Pari Passu Companion Loan. Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements. Any reference to servicing any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement. For purposes of exercising any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related Intercreditor Agreement, the Subordinate Class Representative shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement to effect such designation. (e) With respect to each Serviced Loan Combination, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall provide any Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Non-Controlling Note Holder” under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder to be provided to Certificateholders or to the Subordinate Class Representative, within the same time frame it is required to provide such information and materials to the Certificateholders or the Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement received by the ~~applicable~~ Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default sent to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating to such Serviced Loan Combination, including, without limitation, property inspection reports, loan servicing statements, Borrower requests, asset status reports, any other information delivered by the ~~applicable~~ Master Servicer to the Subordinate Class Representative and copies of any other notice, information or report that it is required to provide to the Subordinate Class Representative pursuant to this Agreement with respect to any “major decisions” or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Loan Combination. Any copies to be furnished by the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer may be furnished by hard copy or electronic means. (f) With respect to each Serviced Loan Combination, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall: (i) consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation with respect to any “major decision” set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to any Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, the ~~applicable~~ Master Servicer or ~~applicable~~ Special Servicer, as applicable, shall no longer be obligated to consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) (unless the ~~applicable~~ Master Servicer or ~~applicable~~ Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the related Serviced Pari Passu Companion Loan Holder, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, may take any “major decision” set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned or extended ten (10) Business Day period if the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder. In no event shall the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer be obligated at any time to follow or take any alternative actions recommended by any Serviced Pari Passu Companion Loan Holder; and (ii) in addition to the foregoing non-binding consultation rights, each Serviced Pari Passu Companion Loan Holder shall have the right to annual meetings with the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer at the offices of the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, in which servicing issues related to any related Serviced Loan Combination are discussed. (g) In connection with ~~the~~ any securitization of ~~any of~~ the ~~Bank of America Plaza Pari~~ Colorado Xxxxx Xxxx Passu Companion ~~Loans,~~ Loan or the ~~Columbus Square~~ AMCP Portfolio Pari Passu Companion ~~Loans or the Stamford Plaza Portfolio Pari Passu Companion Loans~~Loan, in each case, while such Pari Passu Companion Loan is a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the holder of the related Serviced Pari Passu Companion Loan, each of the ~~General~~ Master Servicer, the ~~General~~ Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such holder of the related Serviced Pari Passu Companion Loan in attempting to cause the related Borrower to provide information relating to ~~such~~ the related Loan Combination and the related notes, ~~and~~ that such holder reasonably determines to be necessary or ~~appropriate,~~ appropriate for inclusion in any disclosure document(s) relating to such securitization. . (h) On the ~~Stamford Plaza~~ AMCP Portfolio ~~Controlling~~ Pari Passu Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the Mortgage File (other than the Mortgage Note evidencing the ~~Stamford Plaza~~ AMCP Portfolio Mortgage Loan, the original of which shall be retained by the Custodian) for the related Loan Combination to the applicable Non-Trust Trustee and (ii) the ~~applicable~~ Master Servicer shall deliver possession of the Servicing File for the ~~Stamford Plaza~~ AMCP Portfolio Loan Combination to the Non-Trust Master Servicer, together with (for the purposes of clarification only, to the extent not included in the Servicing File) any applicable Reserve Funds, Escrow Funds, Additional Collateral and/or Letter(s) of Credit in ~~such~~ the Master Servicer’s possession with respect to the related Loan Combination.

Appears in 2 contracts

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

Certain Matters Regarding the Serviced Loan Combinations. (a) With respect to ~~the~~ Serviced Loan Combinations, except for those duties to be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Intercreditor Agreement. (b) The applicable Master Servicer shall maintain a register (the “Serviced Pari Passu Companion Loan Holder Register”) on which the applicable Master Servicer shall record the names and addresses of ~~any~~ the Serviced Pari Passu Companion Loan Holders and wire transfer instructions for such Serviced Pari Passu Companion Loan Holders from time to time, to the extent such information is provided in writing to the applicable Master Servicer by the related Serviced Pari Passu Companion Loan Holder. Upon the transfer of any Serviced Pari Passu Companion Loan, each subsequent Serviced Pari Passu Companion Loan ~~Holder, or a servicer on its behalf, is required pursuant to the related Intercreditor Agreement~~ Holder has agreed to inform the applicable Master Servicer of its name and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement ~~or other agreement effectuating such transfer~~pursuant to the related Intercreditor Agreement. Additionally, ~~each~~ the Serviced Pari Passu Companion Loan Holder shall inform the applicable Master Servicer of its ~~taxpayer~~ tax payer identification number and wiring instructions. The name, address, tax identification number, and wiring instructions of each initial Serviced Pari Passu Companion Loan Holder as of the Closing Date is set forth on Schedule IX hereto. The applicable Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX hereto or delivered by any Serviced Pari Passu Companion Loan Holder until it receives written notice of transfer or of any change in information. Upon receipt of a written request from any party hereto, the applicable Master Servicer shall provide a current list of Serviced Pari Passu Companion Loan Holders, together with contact information for ~~any~~ the Serviced Pari Passu Companion Loan Holders. In no event shall the applicable Master Servicer be obligated to pay any party the amounts payable to a Serviced Pari Passu Companion Loan ~~Holder~~ Holders hereunder other than the Person listed as ~~such~~ the Serviced Pari Passu Companion Loan Holder on the Serviced Pari Passu Companion Loan Holder Register. If a Serviced Pari Passu Companion Loan Holder transfers the related Serviced Pari Passu Companion Loan without notice to the applicable Master Servicer, the applicable Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Pari Passu Companion Loan and shall have no obligation to recover and redirect such payment. The applicable Master Servicer shall promptly provide the names and addresses of any Serviced Pari Passu Companion Loan Holders to any party hereto, and any such party or successor may, without further investigation, conclusively rely upon such information. The applicable Master Servicer shall have no liability to any Person for the provision of any such names and addresses. (c) With respect to any Serviced Loan Combination during any Subordinate Control Period, the Subordinate Class Representative shall be entitled to exercise the consent rights of such Serviced Loan Combination to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related Intercreditor Agreement and this Agreement; provided that, the Subordinate Class Representative shall not be entitled to exercise such consent rights with respect to the 000 Xxxxx Xxxxxxx Xxxxxx Loan Combination. (d) The applicable Special Servicer (if any Serviced Pari Passu Companion Loan is a Specially Serviced Mortgage Loan or has become an REO Mortgage Loan) or the applicable Master Servicer (with respect to any Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration of, and the preparation and delivery of reports and other information with respect to, ~~any~~ the Serviced Loan Combination related to any Serviced Pari Passu Companion Loan or any related REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related Intercreditor Agreement. In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Pari Passu Companion Loan: (i) none of the applicable Master Servicer, the applicable Special Servicer or the Trustee shall make any P&I Advance with respect to ~~any~~ the Serviced Pari Passu Companion Loan; and (ii) the applicable Master Servicer and the applicable Special Servicer shall each consult with and obtain the consent of the related Serviced Pari Passu Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement. If any Serviced Pari Passu Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning of the Grantor Trust Provisions), then neither the applicable Master Servicer nor the applicable Special Servicer shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust. The parties hereto acknowledge that no a Serviced Pari Passu Companion Loan Holder shall not (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the applicable Master Servicer, the applicable Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for ~~taking~~ any ~~action~~action taken, or for refraining from the taking of any ~~action,~~ action pursuant to the related Intercreditor ~~Agreement,~~ Agreement or ~~for~~ the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed its understanding that a Serviced Pari Passu Companion Loan Holder (i) may take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced Pari Passu Companion Loan Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates. The parties hereto recognize and acknowledge the rights of ~~each~~ the Serviced Pari Passu Companion Loan Holder under the related Intercreditor Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of the Intercreditor Agreement for such Serviced Loan Combination shall control. Each of the rights of ~~any~~ a Serviced Pari Passu Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by a designee thereof on its behalf; provided that the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator and the Trustee are provided with written notice by the related Serviced Pari Passu Companion Loan Holder of such designation (upon which such party may conclusively rely) and the contact details of the designee. If any Person purchases the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently due and owing to them hereunder with respect to the related Serviced Pari Passu Companion Loan(s) that, pursuant to this Agreement, would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced Pari Passu Companion Loan. Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements. Any reference to servicing any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement. For purposes of exercising any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related Intercreditor Agreement, the Subordinate Class Representative shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement to effect such designation. (e) With respect to ~~each~~ the Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide ~~any~~ the Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Non-Controlling Note Holder” under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder to be provided to Certificateholders or to the Subordinate Class Representative, within the same time frame it is required to provide such information and materials to the Certificateholders or the Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement received by the applicable Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default sent to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating to ~~such~~ the Serviced Loan Combination, including, without limitation, property inspection reports, loan servicing statements, Borrower requests, asset status reports, any other information delivered by the applicable Master Servicer to the Subordinate Class Representative and copies of any other notice, information or report that it is required to provide to the Subordinate Class Representative pursuant to this Agreement with respect to any “major decisions” or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Loan Combination. Any copies to be furnished by the applicable Master Servicer or the applicable Special Servicer may be furnished by hard copy or electronic means. (f) With respect to ~~each~~ the Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall: (i) consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation with respect to any “major decision” set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to ~~any~~ the Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, the applicable Master Servicer or applicable Special Servicer, as applicable, shall no longer be obligated to consult with the ~~related~~ Serviced Pari Passu Companion Loan Holder (or its designee or representative) (unless the applicable Master Servicer or applicable Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the ~~related~~ Serviced Pari Passu Companion Loan Holder, the applicable Master Servicer or the applicable Special Servicer, as applicable, may take any “major decision” set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned or extended ten (10) Business Day period if the applicable Master Servicer or the applicable Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder. In no event shall the applicable Master Servicer or the applicable Special Servicer be obligated at any time to follow or take any alternative actions recommended by ~~any~~ the Serviced Pari Passu Companion Loan Holder; and (ii) in addition to the foregoing non-binding consultation rights, ~~each~~ the Serviced Pari Passu Companion Loan Holder shall have the right to annual meetings with the applicable Master Servicer or the applicable Special Servicer at the offices of the applicable Master Servicer or the applicable Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the applicable Master Servicer or the applicable Special Servicer, as applicable, in which servicing issues related to ~~any~~ the related Serviced Loan Combination are discussed. (g) In connection with the securitization of any of the Bank of America Plaza Pari Passu Companion Loans, the Columbus Square Portfolio Pari Passu Companion Loans or the Stamford Plaza Portfolio Pari Passu Companion Loans, in each case, while such Pari Passu Companion Loan is a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the holder of the related Serviced Companion Loan, each of the General Master Servicer, the General Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such holder of the Serviced Companion Loan in attempting to cause the related Borrower to provide information relating to such Loan Combination and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such securitization. On the Stamford Plaza Portfolio Controlling Pari Passu Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the Mortgage File (other than the Mortgage Note evidencing the Stamford Plaza Portfolio Mortgage Loan, the original of which shall be retained by the Custodian) for the related Loan Combination to the applicable Non-Trust Trustee and (ii) the applicable Master Servicer shall deliver possession of the Servicing File for the Stamford Plaza Portfolio Loan Combination to the Non-Trust Master Servicer, together with (for the purposes of clarification only, to the extent not included in the Servicing File) any applicable Reserve Funds, Escrow Funds, Additional Collateral and/or Letter(s) of Credit in such Master Servicer’s possession with respect to the related Loan Combination.

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)

Certain Matters Regarding the Serviced Loan Combinations. (a) With respect to the Serviced Loan Combinations, except for those duties to be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Intercreditor Agreement. (b) The ~~applicable~~ Master Servicer shall maintain a register (the “Serviced Pari Passu Companion Loan Holder Register”) on which the ~~applicable~~ Master Servicer shall record the names and addresses of any Serviced Pari Passu Companion Loan ~~Holders~~ Holder(s) and wire transfer instructions for such Serviced Pari Passu Companion Loan ~~Holders~~ Holder(s) from time to time, to the extent such information is provided in writing to the ~~applicable~~ Master Servicer by the related Serviced Pari Passu Companion Loan Holder. Upon the transfer of any Serviced Pari Passu Companion Loan, each subsequent Serviced Pari Passu Companion Loan ~~Holder, or a servicer on its behalf, is required pursuant to the related Intercreditor Agreement~~ Holder has agreed to inform the ~~applicable~~ Master Servicer of its name and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement ~~or other agreement effectuating such transfer~~pursuant to the related Intercreditor Agreement. Additionally, each Serviced Pari Passu Companion Loan Holder shall inform the ~~applicable~~ Master Servicer of its taxpayer identification number and wiring instructions. The name, address, tax identification number, and wiring instructions of each initial Serviced Pari Passu Companion Loan Holder as of the Closing Date is set forth on Schedule IX hereto. The ~~applicable~~ Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX hereto or delivered by any Serviced Pari Passu Companion Loan Holder until it receives written notice of transfer or of any change in information. Upon receipt of a written request from any party hereto, the ~~applicable~~ Master Servicer shall provide a current list of Serviced Pari Passu Companion Loan ~~Holders~~Holder(s), together with contact information for any Serviced Pari Passu Companion Loan ~~Holders~~Holder(s). In no event shall the ~~applicable~~ Master Servicer be obligated to pay any party the amounts payable to a Serviced Pari Passu Companion Loan Holder hereunder other than the Person listed as such Serviced Pari Passu Companion Loan Holder on the Serviced Pari Passu Companion Loan Holder Register. If a Serviced Pari Passu Companion Loan Holder transfers the related Serviced Pari Passu Companion Loan without notice to the ~~applicable~~ Master Servicer, the ~~applicable~~ Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Pari Passu Companion Loan and shall have no obligation to recover and redirect such payment. The ~~applicable~~ Master Servicer shall promptly provide the names and addresses of any Serviced Pari Passu Companion Loan ~~Holders~~ Holder(s) to any party hereto, and any such party or successor may, without further investigation, conclusively rely upon such information. The ~~applicable~~ Master Servicer shall have no liability to any Person for the provision of any such names and addresses. (c) With respect to any Serviced Loan ~~Combination~~ Combination, during any Subordinate Control Period, the Subordinate Class Representative shall be entitled to exercise the consent rights of such Serviced Loan Combination to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related Intercreditor Agreement and this Agreement. (d) The ~~applicable~~ Special Servicer (if any Serviced Pari Passu Companion Loan is a Specially Serviced Mortgage Loan or has become an REO Mortgage Loan) or the ~~applicable~~ Master Servicer (with respect to any Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration of, and the preparation and delivery of reports and other information with respect to, any Serviced Loan Combination related to any Serviced Pari Passu Companion Loan or any related REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related Intercreditor Agreement. In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Pari Passu Companion Loan: (i) none of the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer or the Trustee shall make any P&I Advance with respect to any Serviced Pari Passu Companion Loan; and (ii) the ~~applicable~~ Master Servicer and the ~~applicable~~ Special Servicer shall each consult with and obtain the consent of the related Serviced Pari Passu Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement. If any Serviced Pari Passu Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning of the Grantor Trust Provisions), then neither the ~~applicable~~ Master Servicer nor the ~~applicable~~ Special Servicer shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust. The parties hereto acknowledge that no Serviced Pari Passu Companion Loan Holder shall (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for taking any action, or for refraining from the taking of any action, pursuant to the related Intercreditor Agreement, or for the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed its understanding that a Serviced Pari Passu Companion Loan Holder (i) may take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced Pari Passu Companion Loan Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates. The parties hereto recognize and acknowledge the rights of each Serviced Pari Passu Companion Loan Holder under the related Intercreditor Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of the Intercreditor Agreement for such Serviced Loan Combination shall control. Each of the rights of any Serviced Pari Passu Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by a designee thereof on its behalf; provided that the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer, the Certificate Administrator and the Trustee are provided with written notice by ~~the related~~ such Serviced Pari Passu Companion Loan Holder of such designation (upon which such party may conclusively rely) and the contact details of the designee. If any Person purchases the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently due and owing to them hereunder with respect to the related Serviced Pari Passu Companion Loan(s) that, pursuant to this Agreement, would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced Pari Passu Companion Loan. Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements. Any reference to servicing any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement. For purposes of exercising any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related Intercreditor Agreement, for so long as a Subordinate Control Period shall exist, the Subordinate Class Representative shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement to effect such designation. (e) With respect to each Serviced Loan Combination, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall provide any Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Controlling Note Holder”, “Directing Note Holder”, “Non-Controlling Note Holder” and/or “Non-Directing Note Holder” under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder to be provided to Certificateholders or to the Subordinate Class Representative, within the same time frame it is required to provide such information and materials to the Certificateholders or the Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement received by the ~~applicable~~ Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default sent to the ~~Borrower~~ Borrower, (3) any other notices, information and reports required to be provided under the related Intercreditor Agreement and (34) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating to such Serviced Loan Combination, including, without limitation, property inspection reports, loan servicing statements, Borrower requests, asset status reports, any other information delivered by the ~~applicable~~ Master Servicer to the Subordinate Class Representative and copies of any other notice, information or report that it is required to provide to the Subordinate Class Representative pursuant to this Agreement with respect to any “major decisions” or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Loan Combination. Any copies to be furnished by the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer may be furnished by hard copy or electronic means. (f) With respect to each Serviced Loan Combination, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall: (i) in cases where the related Serviced Pari Passu Companion Loan Holder has consultation rights, consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation with respect to any “major decision” (or analogous term) set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to any Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, the ~~applicable~~ Master Servicer or ~~applicable~~ the Special Servicer, as applicable, shall no longer be obligated to consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) (unless the ~~applicable~~ Master Servicer or ~~applicable~~ the Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the related Serviced Pari Passu Companion Loan Holder, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, may take any “major decision” (or analogous term) set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned or extended ten (10) Business Day period if the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder. In no event shall the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer be obligated at any time to follow or take any alternative actions recommended by any Serviced Pari Passu Companion Loan Holder; and (ii) in addition to ~~the foregoing non-binding~~ any other applicable approval, consent or consultation rights, each Serviced Pari Passu Companion Loan Holder shall have the right to annual meetings with the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer at the offices of the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, in which servicing issues related to any related Serviced Loan Combination are discussed. (g) In connection with the securitization of ~~any of~~ the ~~Bank of America Plaza~~ Pacific Design Center Pari Passu Companion ~~Loans,~~ Loan or the ~~Columbus Square Portfolio~~ Oak Court Mall Pari Passu Companion ~~Loans or the Stamford Plaza Portfolio Pari Passu Companion Loans~~Loan, in each ~~case,~~ case while such Pari Passu Companion Loan is a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the ~~holder of the~~ related Serviced Companion ~~Loan~~Loan Holder, each of the ~~General~~ Master Servicer, the ~~General~~ Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such ~~holder of the~~ Serviced Companion Loan Holder in attempting to cause the related Borrower (if such Borrower is obligated to provide such information pursuant to the related Mortgage Loan Documents) to provide information relating to such Loan Combination and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such ~~securitization~~Non-Trust Securitization. None of the Master Servicer, the Special Servicer or the Trustee shall be liable for any false or inaccurate information provided by the related Borrower. On each of the ~~Stamford Plaza Portfolio Controlling~~ Pacific Design Center Pari Passu Companion Loan Securitization Date and the Oak Court Mall Pari Passu Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the Mortgage File (other than the Mortgage Note evidencing the ~~Stamford Plaza Portfolio~~ related Mortgage Loan, the original of which shall be retained by the Custodian) for the related Loan Combination to the applicable Non-Trust Trustee and (ii) the ~~applicable~~ Master Servicer shall ~~deliver possession of~~ transfer the Servicing File for the ~~Stamford Plaza Portfolio~~ related Loan Combination to the applicable Non-Trust Master Servicer, together with ~~(for the purposes of clarification only, to the extent not included in the Servicing File)~~ any applicable Reserve Funds, Escrow Funds, Additional Collateral and/or Letter(s) of Credit ~~in such Master Servicer’s possession~~ with respect to the related Loan Combination.

Appears in 2 contracts

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

Certain Matters Regarding the Serviced Loan Combinations. (a) With respect to the Serviced Loan Combinations, except for those duties to be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Intercreditor Agreement. (b) The applicable Master Servicer shall maintain a register (the “Serviced Pari Passu Companion Loan Holder Register”) on which the applicable Master Servicer shall record the names and addresses of any Serviced Pari Passu Companion Loan Holders and wire transfer instructions for such Serviced Pari Passu Companion Loan Holders from time to time, to the extent such information is provided in writing to the applicable Master Servicer by the related Serviced Pari Passu Companion Loan Holder. Upon the transfer of any Serviced Pari Passu Companion Loan, each subsequent Serviced Pari Passu Companion Loan Holder, or a servicer on its behalf, is required pursuant to the related Intercreditor Agreement to inform the applicable Master Servicer of its name and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement or other agreement effectuating such transfer. Additionally, each Serviced Pari Passu Companion Loan Holder shall inform the applicable Master Servicer of its taxpayer identification number and wiring instructions. The name, address, tax identification number, and wiring instructions of each initial Serviced Pari Passu Companion Loan Holder as of the Closing Date is set forth on Schedule IX hereto. The applicable Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX hereto or delivered by any Serviced Pari Passu Companion Loan Holder until it receives written notice of transfer or of any change in information. Upon receipt of a written request from any party hereto, the applicable Master Servicer shall provide a current list of Serviced Pari Passu Companion Loan Holders, together with contact information for any Serviced Pari Passu Companion Loan Holders. In no event shall the applicable Master Servicer be obligated to pay any party the amounts payable to a Serviced Pari Passu Companion Loan Holder hereunder other than the Person listed as such Serviced Pari Passu Companion Loan Holder on the Serviced Pari Passu Companion Loan Holder Register. If a Serviced Pari Passu Companion Loan Holder transfers the related Serviced Pari Passu Companion Loan without notice to the applicable Master Servicer, the applicable Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Pari Passu Companion Loan and shall have no obligation to recover and redirect such payment. The applicable Master Servicer shall promptly provide the names and addresses of any Serviced Pari Passu Companion Loan Holders to any party hereto, and any such party or successor may, without further investigation, conclusively rely upon such information. The applicable Master Servicer shall have no liability to any Person for the provision of any such names and addresses. (c) With respect to any Serviced Loan Combination during any Subordinate Control Period, the Subordinate Class Representative shall be entitled to exercise the consent rights of such Serviced Loan Combination to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related Intercreditor Agreement and this Agreement. (d) The applicable Special Servicer (if any Serviced Pari Passu Companion Loan is a Specially Serviced Mortgage Loan or has become an REO Mortgage Loan) or the applicable Master Servicer (with respect to any Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration of, and the preparation and delivery of reports and other information with respect to, any Serviced Loan Combination related to any Serviced Pari Passu Companion Loan or any related REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related Intercreditor Agreement. In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Pari Passu Companion Loan: (i) none of the applicable Master Servicer, the applicable Special Servicer or the Trustee shall make any P&I Advance with respect to any Serviced Pari Passu Companion Loan; and (ii) the applicable Master Servicer and the applicable Special Servicer shall each consult with and obtain the consent of the related Serviced Pari Passu Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement. If any Serviced Pari Passu Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning of the Grantor Trust Provisions), then neither the applicable Master Servicer nor the applicable Special Servicer shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust. The parties hereto acknowledge that no Serviced Pari Passu Companion Loan Holder shall (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the applicable Master Servicer, the applicable Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for taking any action, or for refraining from the taking of any action, pursuant to the related Intercreditor Agreement, or for the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed its understanding that a Serviced Pari Passu Companion Loan Holder (i) may take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced Pari Passu Companion Loan Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates. The parties hereto recognize and acknowledge the rights of each Serviced Pari Passu Companion Loan Holder under the related Intercreditor Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of the Intercreditor Agreement for such Serviced Loan Combination shall control. Each of the rights of any Serviced Pari Passu Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by a designee thereof on its behalf; provided that the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator and the Trustee are provided with written notice by the related Serviced Pari Passu Companion Loan Holder of such designation (upon which such party may conclusively rely) and the contact details of the designee. If any Person purchases the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently due and owing to them hereunder with respect to the related Serviced Pari Passu Companion Loan(s) that, pursuant to this Agreement, would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced Pari Passu Companion Loan. Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements. Any reference to servicing any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement. For purposes of exercising any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related Intercreditor Agreement, the Subordinate Class Representative shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement to effect such designation. (e) With respect to each Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide any Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Non-Controlling Note Holder” under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder to be provided to Certificateholders or to the Subordinate Class Representative, within the same time frame it is required to provide such information and materials to the Certificateholders or the Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement received by the applicable Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default sent to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating to such Serviced Loan Combination, including, without limitation, property inspection reports, loan servicing statements, Borrower requests, asset status reports, any other information delivered by the applicable Master Servicer to the Subordinate Class Representative and copies of any other notice, information or report that it is required to provide to the Subordinate Class Representative pursuant to this Agreement with respect to any “major decisions” or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Loan Combination. Any copies to be furnished by the applicable Master Servicer or the applicable Special Servicer may be furnished by hard copy or electronic means. (f) With respect to each Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall: (i) consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation with respect to any “major decision” set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to any Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, the applicable Master Servicer or applicable Special Servicer, as applicable, shall no longer be obligated to consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) (unless the applicable Master Servicer or applicable Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the related Serviced Pari Passu Companion Loan Holder, the applicable Master Servicer or the applicable Special Servicer, as applicable, may take any “major decision” set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned or extended ten (10) Business Day period if the applicable Master Servicer or the applicable Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder. In no event shall the applicable Master Servicer or the applicable Special Servicer be obligated at any time to follow or take any alternative actions recommended by any Serviced Pari Passu Companion Loan Holder; and (ii) in addition to the foregoing non-binding consultation rights, each Serviced Pari Passu Companion Loan Holder shall have the right to annual meetings with the applicable Master Servicer or the applicable Special Servicer at the offices of the applicable Master Servicer or the applicable Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the applicable Master Servicer or the applicable Special Servicer, as applicable, in which servicing issues related to any related Serviced Loan Combination are discussed. (g) In connection with the securitization of any ~~of the Bank of America Plaza~~ Woodbridge Center Pari Passu Companion ~~Loans, the Columbus Square Portfolio Pari Passu Companion Loans or the Stamford Plaza Portfolio Pari Passu Companion Loans, in each case~~Loan, while such Pari Passu Companion Loan is a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the holder of the related Serviced Companion Loan, each of the General Master Servicer, the General Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such holder of the Serviced Companion Loan in attempting to cause the related Borrower to provide information relating to such Loan Combination and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such securitization. On the Stamford Plaza Portfolio Controlling Pari Passu Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the Mortgage File (other than the Mortgage Note evidencing the Stamford Plaza Portfolio Mortgage Loan, the original of which shall be retained by the Custodian) for the related Loan Combination to the applicable Non-Trust Trustee and (ii) the applicable Master Servicer shall deliver possession of the Servicing File for the Stamford Plaza Portfolio Loan Combination to the Non-Trust Master Servicer, together with (for the purposes of clarification only, to the extent not included in the Servicing File) any applicable Reserve Funds, Escrow Funds, Additional Collateral and/or Letter(s) of Credit in such Master Servicer’s possession with respect to the related Loan CombinationSecuritization.

Appears in 2 contracts

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

Certain Matters Regarding the Serviced Loan Combinations. (a) With respect to ~~the~~ Serviced Loan Combinations, except for those duties to be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Intercreditor Agreement. (b) The applicable Master Servicer shall maintain a register (the “Serviced Pari Passu Companion Loan Holder Register”) on which the applicable Master Servicer shall record the names and addresses of ~~any~~ the Serviced Pari Passu Companion Loan Holders and wire transfer instructions for such Serviced Pari Passu Companion Loan Holders from time to time, to the extent such information is provided in writing to the applicable Master Servicer by the related Serviced Pari Passu Companion Loan Holder. Upon the transfer of any Serviced Pari Passu Companion Loan, each subsequent Serviced Pari Passu Companion Loan ~~Holder, or a servicer on its behalf, is required pursuant to the related Intercreditor Agreement~~ Holder has agreed to inform the applicable Master Servicer of its name and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement ~~or other agreement effectuating such transfer~~pursuant to the related Intercreditor Agreement. Additionally, ~~each~~ the Serviced Pari Passu Companion Loan Holder shall inform the applicable Master Servicer of its ~~taxpayer~~ tax payer identification number and wiring instructions. The name, address, tax identification number, and wiring instructions of each initial Serviced Pari Passu Companion Loan Holder as of the Closing Date is set forth on Schedule IX hereto. The applicable Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX hereto or delivered by any Serviced Pari Passu Companion Loan Holder until it receives written notice of transfer or of any change in information. Upon receipt of a written request from any party hereto, the applicable Master Servicer shall provide a current list of Serviced Pari Passu Companion Loan Holders, together with contact information for ~~any~~ the Serviced Pari Passu Companion Loan Holders. In no event shall the applicable Master Servicer be obligated to pay any party the amounts payable to a Serviced Pari Passu Companion Loan ~~Holder~~ Holders hereunder other than the Person listed as ~~such~~ the Serviced Pari Passu Companion Loan Holder on the Serviced Pari Passu Companion Loan Holder Register. If a Serviced Pari Passu Companion Loan Holder transfers the related Serviced Pari Passu Companion Loan without notice to the applicable Master Servicer, the applicable Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Pari Passu Companion Loan and shall have no obligation to recover and redirect such payment. The applicable Master Servicer shall promptly provide the names and addresses of any Serviced Pari Passu Companion Loan Holders to any party hereto, and any such party or successor may, without further investigation, conclusively rely upon such information. The applicable Master Servicer shall have no liability to any Person for the provision of any such names and addresses. (c) With respect to any Serviced Loan Combination during any Subordinate Control Period, the Subordinate Class Representative shall be entitled to exercise the consent rights of such Serviced Loan Combination to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related Intercreditor Agreement and this Agreement. (d) The applicable Special Servicer (if any Serviced Pari Passu Companion Loan is a Specially Serviced Mortgage Loan or has become an REO Mortgage Loan) or the applicable Master Servicer (with respect to any Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration of, and the preparation and delivery of reports and other information with respect to, ~~any~~ the Serviced Loan Combination related to any Serviced Pari Passu Companion Loan or any related REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related Intercreditor Agreement. In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Pari Passu Companion Loan: (i) none of the applicable Master Servicer, the applicable Special Servicer or the Trustee shall make any P&I Advance with respect to ~~any~~ the Serviced Pari Passu Companion Loan; and (ii) the applicable Master Servicer and the applicable Special Servicer shall each consult with and obtain the consent of the related Serviced Pari Passu Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement. If any Serviced Pari Passu Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning of the Grantor Trust Provisions), then neither the applicable Master Servicer nor the applicable Special Servicer shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust. The parties hereto acknowledge that no a Serviced Pari Passu Companion Loan Holder shall not (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the applicable Master Servicer, the applicable Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for taking any action, or for refraining from the taking of any ~~action,~~ action pursuant to the related Intercreditor Agreement, or for ~~the~~ giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed its understanding that a Serviced Pari Passu Companion Loan Holder (i) may take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced Pari Passu Companion Loan Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates. The parties hereto recognize and acknowledge the rights of ~~each~~ the Serviced Pari Passu Companion Loan Holder under the related Intercreditor Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of the Intercreditor Agreement for such Serviced Loan Combination shall control. Each of the rights of ~~any~~ a Serviced Pari Passu Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by a designee thereof on its behalf; provided that the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator and the Trustee are provided with written notice by the related Serviced Pari Passu Companion Loan Holder of such designation (upon which such party may conclusively rely) and the contact details of the designee. If any Person purchases the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently due and owing to them hereunder with respect to the related Serviced Pari Passu Companion Loan(s) that, pursuant to this Agreement, would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced Pari Passu Companion Loan. Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements. Any reference to servicing any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement. For purposes of exercising any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related Intercreditor Agreement, the Subordinate Class Representative shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement to effect such designation. (e) With respect to ~~each~~ the Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide ~~any~~ the Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Non-Controlling Note Holder” under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder to be provided to Certificateholders or to the Subordinate Class Representative, within the same time frame it is required to provide such information and materials to the Certificateholders or the Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement received by the applicable Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default sent to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating to ~~such~~ the Serviced Loan Combination, including, without limitation, property inspection reports, loan servicing statements, Borrower requests, asset status reports, any other information delivered by the applicable Master Servicer to the Subordinate Class Representative and copies of any other notice, information or report that it is required to provide to the Subordinate Class Representative pursuant to this Agreement with respect to any “major decisions” or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Loan Combination. Any copies to be furnished by the applicable Master Servicer or the applicable Special Servicer may be furnished by hard copy or electronic means. (f) With respect to each Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall: (i) consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation with respect to any “major decision” set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to ~~any~~ the Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, the applicable Master Servicer or applicable Special Servicer, as applicable, shall no longer be obligated to consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) (unless the applicable Master Servicer or applicable Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the related Serviced Pari Passu Companion Loan Holder, the applicable Master Servicer or the applicable Special Servicer, as applicable, may take any “major decision” set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned or extended ten (10) Business Day period if the applicable Master Servicer or the applicable Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder. In no event shall the applicable Master Servicer or the applicable Special Servicer be obligated at any time to follow or take any alternative actions recommended by ~~any~~ the Serviced Pari Passu Companion Loan Holder; and (ii) in addition to the foregoing non-binding consultation rights, each Serviced Pari Passu Companion Loan Holder shall have the right to annual meetings with the applicable Master Servicer or the applicable Special Servicer at the offices of the applicable Master Servicer or the applicable Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the applicable Master Servicer or the applicable Special Servicer, as applicable, in which servicing issues related to ~~any~~ the related Serviced Loan Combination are discussed. (g) In connection with the securitization of any of the Bank of America Plaza Pari Passu Companion Loans, the Columbus Square Portfolio Pari Passu Companion Loans or the Stamford Plaza Portfolio Pari Passu Companion Loans, in each case, while such Pari Passu Companion Loan is a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the holder of the related Serviced Companion Loan, each of the General Master Servicer, the General Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such holder of the Serviced Companion Loan in attempting to cause the related Borrower to provide information relating to such Loan Combination and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such securitization. On the Stamford Plaza Portfolio Controlling Pari Passu Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the Mortgage File (other than the Mortgage Note evidencing the Stamford Plaza Portfolio Mortgage Loan, the original of which shall be retained by the Custodian) for the related Loan Combination to the applicable Non-Trust Trustee and (ii) the applicable Master Servicer shall deliver possession of the Servicing File for the Stamford Plaza Portfolio Loan Combination to the Non-Trust Master Servicer, together with (for the purposes of clarification only, to the extent not included in the Servicing File) any applicable Reserve Funds, Escrow Funds, Additional Collateral and/or Letter(s) of Credit in such Master Servicer’s possession with respect to the related Loan Combination.

Appears in 1 contract

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

Certain Matters Regarding the Serviced Loan Combinations. (a) With respect to ~~the~~ any Serviced Loan ~~Combinations~~Combination, except for those duties to be performed by, and notices to be furnished by, the Certificate Administrator under this Agreement, the ~~applicable~~ Master Servicer or the ~~applicable~~ Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust under the related Intercreditor Agreement. (b) The ~~applicable~~ Master Servicer shall maintain a register (the “Serviced Pari Passu Companion Loan Holder Register”) on which the ~~applicable~~ Master Servicer shall record the names and addresses of any Serviced Pari Passu Companion Loan Holders and wire transfer instructions for such Serviced Pari Passu Companion Loan Holders from time to time, to the extent such information is provided in writing to the ~~applicable~~ Master Servicer by the related Serviced Pari Passu Companion Loan Holder. Upon the transfer of any Serviced Pari Passu Companion Loan, each subsequent Serviced Pari Passu Companion Loan Holder, or a servicer on its behalf, is required pursuant to the related Intercreditor Agreement to inform the ~~applicable~~ Master Servicer of its name and address and of any transfer thereof by delivering a copy of an assignment and assumption agreement or other agreement effectuating such transfer. Additionally, each Serviced Pari Passu Companion Loan Holder shall inform the ~~applicable~~ Master Servicer of its taxpayer identification number and wiring instructions. The name, address, tax identification number, and wiring instructions of each initial Serviced Pari Passu Companion Loan Holder as of the Closing Date is set forth on Schedule IX hereto. The ~~applicable~~ Master Servicer shall be entitled to conclusively rely upon the information set forth on Schedule IX hereto or delivered by any Serviced Pari Passu Companion Loan Holder until it receives written notice of transfer or of any change in information. Upon receipt of a written request from any party hereto, the ~~applicable~~ Master Servicer shall provide a current list of Serviced Pari Passu Companion Loan Holders, together with contact information for any Serviced Pari Passu Companion Loan Holders. In no event shall the ~~applicable~~ Master Servicer be obligated to pay any party the amounts payable to a Serviced Pari Passu Companion Loan Holder hereunder other than the Person listed as such Serviced Pari Passu Companion Loan Holder on the Serviced Pari Passu Companion Loan Holder Register. If a Serviced Pari Passu Companion Loan Holder transfers the related Serviced Pari Passu Companion Loan without notice to the ~~applicable~~ Master Servicer, the ~~applicable~~ Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Pari Passu Companion Loan and shall have no obligation to recover and redirect such payment. The ~~applicable~~ Master Servicer shall promptly provide the names and addresses of any Serviced Pari Passu Companion Loan Holders to any party hereto, and any such party or successor may, without further investigation, conclusively rely upon such information. The ~~applicable~~ Master Servicer shall have no liability to any Person for the provision of any such names and addresses. (c) With respect to any Serviced Loan Combination during any Subordinate Control Period, the Subordinate Class Representative shall be entitled to exercise the consent rights of such Serviced Loan Combination to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the related Intercreditor Agreement and this Agreement. (d) The ~~applicable~~ Special Servicer (if any Serviced Pari Passu Companion Loan is a Specially Serviced Mortgage Loan or has become an REO Mortgage Loan) or the ~~applicable~~ Master Servicer (with respect to any Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan), as applicable, shall take all actions relating to the servicing and/or administration of, and the preparation and delivery of reports and other information with respect to, any Serviced Loan Combination related to any Serviced Pari Passu Companion Loan or any related REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by the related Intercreditor Agreement. In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Pari Passu Companion Loan: (i) none of the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer or the Trustee shall make any P&I Advance with respect to any Serviced Pari Passu Companion Loan; and (ii) the ~~applicable~~ Master Servicer and the ~~applicable~~ Special Servicer shall each consult with and obtain the consent of the related Serviced Pari Passu Companion Loan Holder(s) to the extent required by the related Intercreditor Agreement. If any Serviced Pari Passu Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning of the Grantor Trust Provisions), then neither the ~~applicable~~ Master Servicer nor the ~~applicable~~ Special Servicer shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust. The parties hereto acknowledge that no Serviced Pari Passu Companion Loan Holder shall (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for taking any action, or for refraining from the taking of any action, pursuant to the related Intercreditor Agreement, or for the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed its understanding that a Serviced Pari Passu Companion Loan Holder (i) may take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced Pari Passu Companion Loan Holder or any of its officers, directors, employees, principals or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates. The parties hereto recognize and acknowledge the rights of each Serviced Pari Passu Companion Loan Holder under the related Intercreditor Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Intercreditor Agreement for any Serviced Loan Combination, the terms and provisions of the Intercreditor Agreement for such Serviced Loan Combination shall control. Each of the rights of any Serviced Pari Passu Companion Loan Holder under or contemplated by this Section 3.26(d) may be exercisable by a designee thereof on its behalf; provided that the ~~applicable~~ Master Servicer, the ~~applicable~~ Special Servicer, the Certificate Administrator and the Trustee are provided with written notice by the related Serviced Pari Passu Companion Loan Holder of such designation (upon which such party may conclusively rely) and the contact details of the designee. If any Person purchases the related Mortgage Loan as a Defaulted Mortgage Loan pursuant to Section 3.18, then (subject to the related Intercreditor Agreement) the Person effecting the purchase must also pay and/or reimburse to the parties hereto the respective amounts then currently due and owing to them hereunder with respect to the related Serviced Pari Passu Companion Loan(s) that, pursuant to this Agreement, would not otherwise have been payable out of the applicable purchase price and/or any other amounts payable in connection with such purchase (or if payable out of such purchase price and/or other amounts, remain unpaid after such application) and that, pursuant to the related Intercreditor Agreement, would otherwise have been payable out of future collections on such Serviced Pari Passu Companion Loan. Notwithstanding anything herein to the contrary, any such purchase shall be subject to such reimbursements. Any reference to servicing any of the Mortgage Loans in accordance with any of the related Mortgage Loan Documents (including the related Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement. For purposes of exercising any rights that the holder of the Mortgage Note for any Mortgage Loan in a Serviced Loan Combination may have under the related Intercreditor Agreement, the Subordinate Class Representative shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Intercreditor Agreement to effect such designation. (e) With respect to each Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide any Serviced Pari Passu Companion Loan Holder and, if applicable, any related “Non-Controlling Note Holder” under the related Intercreditor Agreement (or its designee or representative) to the extent required hereunder to be provided to Certificateholders or to the Subordinate Class Representative, within the same time frame it is required to provide such information and materials to the Certificateholders or the Subordinate Class Representative, as applicable, hereunder (1) with copies of each financial statement received by the applicable Master Servicer pursuant to the terms of the related Mortgage Loan Documents, (2) with copies of any notice of default sent to the Borrower and (3) subject to the terms of the related Mortgage Loan Documents, copies of any other documents relating to such Serviced Loan Combination, including, without limitation, property inspection reports, loan servicing statements, Borrower requests, asset status reports, any other information delivered by the applicable Master Servicer to the Subordinate Class Representative and copies of any other notice, information or report that it is required to provide to the Subordinate Class Representative pursuant to this Agreement with respect to any “major decisions” or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Loan Combination. Any copies to be furnished by the applicable Master Servicer or the applicable Special Servicer may be furnished by hard copy or electronic means. (f) With respect to each Serviced Loan Combination, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall: (i) consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Serviced Pari Passu Companion Loan Holder (or its designee or representative) requests consultation with respect to any “major decision” set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to any Serviced Loan Combination, and to consider alternative actions recommended by such Serviced Pari Passu Companion Loan Holder (or its designee or representative); provided that after the expiration of a period of ten (10) Business Days from the delivery to the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice, information or report, the applicable Master Servicer or applicable Special Servicer, as applicable, shall no longer be obligated to consult with the related Serviced Pari Passu Companion Loan Holder (or its designee or representative) (unless the applicable Master Servicer or applicable Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the related Serviced Pari Passu Companion Loan Holder, the applicable Master Servicer or the applicable Special Servicer, as applicable, may take any “major decision” set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned or extended ten (10) Business Day period if the applicable Master Servicer or the applicable Special Servicer, as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder. In no event shall the applicable Master Servicer or the applicable Special Servicer be obligated at any time to follow or take any alternative actions recommended by any Serviced Pari Passu Companion Loan Holder; and (ii) in addition to the foregoing non-binding consultation rights, each Serviced Pari Passu Companion Loan Holder shall have the right to annual meetings with the applicable Master Servicer or the applicable Special Servicer at the offices of the applicable Master Servicer or the applicable Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the applicable Master Servicer or the applicable Special Servicer, as applicable, in which servicing issues related to any related Serviced Loan Combination are discussed. (g) In connection with the securitization of any of the Bank of America Plaza Pari Passu Companion Loans, the Columbus Square Portfolio Pari Passu Companion Loans or the Stamford Plaza Portfolio Pari Passu Companion Loans, in each case, while such Pari Passu Companion Loan is a Serviced Pari Passu Companion Loan, upon the request of (and at the expense of) the holder of the related Serviced Companion Loan, each of the General Master Servicer, the General Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such holder of the Serviced Companion Loan in attempting to cause the related Borrower to provide information relating to such Loan Combination and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such securitization. On the Stamford Plaza Portfolio Controlling Pari Passu Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the Mortgage File (other than the Mortgage Note evidencing the Stamford Plaza Portfolio Mortgage Loan, the original of which shall be retained by the Custodian) for the related Loan Combination to the applicable Non-Trust Trustee and (ii) the applicable Master Servicer shall deliver possession of the Servicing File for the Stamford Plaza Portfolio Loan Combination to the Non-Trust Master Servicer, together with (for the purposes of clarification only, to the extent not included in the Servicing File) any applicable Reserve Funds, Escrow Funds, Additional Collateral and/or Letter(s) of Credit in such Master Servicer’s possession with respect to the related Loan Combination.Companion

Appears in 1 contract

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

Common use of Certain Matters Regarding the Serviced Loan Combinations Clause in Contracts