Certain Matters Regarding the Serviced Loan Combinations. (a) Each of the Master Servicer and the Special Servicer, as applicable, shall notify (in writing and, if applicable, in accordance with the related Co-Lender Agreement) the Controlling Class Representative, the related Non-Trust Mortgage Loan Noteholder(s) and, if different, the related Serviced Loan Combination Controlling Party of its intention to take any Specially Designated Servicing Action with respect to any Serviced Loan Combination or related REO Property and shall provide each such party with all reasonably requested information with respect thereto. Subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party will be entitled to advise the Special Servicer (in the event the Special Servicer is authorized under this Agreement to take the subject action) or the Master Servicer (in the event the Master Servicer is authorized under this Agreement to take the subject action), as applicable, with respect to any and all Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property; and, further subject to Section 6.12(b) of this Agreement and Section 3.02(b) of the related Co-Lender Agreement, neither the Master Servicer nor the Special Servicer shall be permitted to take (or, in the case of the Special Servicer, if and when appropriate hereunder, to consent to the Master Servicer's taking) any of the related Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property if the applicable Serviced Loan Combination Controlling Party has objected in writing within the applicable time period specified in Section 3.02(a) of the related Co-Lender Agreement following the applicable Serviced Loan Combination Controlling Party having been notified in writing thereof in compliance with the related Co-Lender Agreement and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection to the subject action on the part of the applicable Serviced Loan Combination Controlling Party has not been received by the Master Servicer or the Special Servicer, as applicable, within such time period, then the applicable Serviced Loan Combination Controlling Party will be deemed to have approved of the subject action); provided that, if the Special Servicer or the Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole), then the Special Servicer or the Master Servicer, as the case may be, may take (or, in the case of the Special Servicer, if and when appropriate hereunder, may consent to the Master Servicer's taking) any such action without waiting for the applicable Serviced Loan Combination Controlling Party's response; and provided, further, that, under circumstances where the Controlling Class Representative is not, and is not part of, the applicable Serviced Loan Combination Controlling Party, nothing herein shall be intended to limit the right of the Controlling Class Representative to consult with the Master Servicer or the Special Servicer, as applicable, regarding any Serviced Loan Combination or related REO Property, and during the time period referred to above (or such shorter period as is contemplated by the immediately preceding proviso), the Master Servicer or the Special Servicer, as applicable, shall consult with the Controlling Class Representative regarding its views as to the proposed action (but may, in its sole discretion, reject any advice, objection or direction from the Controlling Class Representative) and, upon reasonable request, the Master Servicer or the Special Servicer, as applicable, shall provide the Controlling Class Representative with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action. In addition, subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, if and to the extent provided for under the subject Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party may direct the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, to take, or to refrain from taking, such actions with respect to each Serviced Loan Combination or any related REO Property as the applicable Serviced Loan Combination Controlling Party may deem consistent with the related Co-Lender Agreement or as to which provision is otherwise made in the related Co-Lender Agreement. Upon reasonable request, the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, shall, with respect to each Serviced Loan Combination or any related REO Property, provide the applicable Serviced Loan Combination Controlling Party with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee who shall make it available for review pursuant to Section 8.14(b). Promptly following the Special Servicer or the Master Servicer receiving any direction with respect to a Serviced Loan Combination or any related REO Property from the applicable Serviced Loan Combination Controlling Party as contemplated by this paragraph, and in any event prior to acting on such direction, such servicer shall notify the Trustee, the Controlling Class Representative (if it is not, and is not part of, the applicable Serviced Loan Combination Controlling Party) and each related Serviced Non-Trust Mortgage Loan Noteholder (if neither it nor its designee is, or is part of, the applicable Serviced Loan Combination Controlling Party). Each of the Master Servicer (with respect to Performing Serviced Mortgage Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, shall notify the related Serviced Non-Trust Mortgage Loan Noteholder, the Controlling Class Representative and any other Person that may be the applicable Serviced Loan Combination Controlling Party of any release or substitution of collateral for a Serviced Loan Combination even if such release or substitution is required by the terms of such Serviced Loan Combination. (b) Notwithstanding anything herein to the contrary, no advice, direction or objection with respect to any Serviced Loan Combination or related REO Property from or by the applicable Serviced Loan Combination Controlling Party, as contemplated by Section 6.12(a), may (and the Special Servicer and the Master Servicer shall each ignore and act without regard to any such advice, direction or objection that the Special Servicer or the Master Servicer, as applicable, has determined, in its reasonable, good faith judgment, will) require, cause or permit such servicer to violate any provision of the related Co-Lender Agreement or this Agreement (exclusive of Section 6.12(a)) (including such servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or applicable law or result in an Adverse REMIC Event or an Adverse Grantor Trust Event, subject it to liability or materially expand the scope of its obligations under this Agreement. Furthermore, neither the Special Servicer nor the Master Servicer shall be obligated to seek approval from the applicable Serviced Loan Combination Controlling Party for any actions to be taken by such servicer with respect to the workout or liquidation of any Serviced Loan Combination if: (i) such servicer has, as provided in Section 6.12(a), notified the applicable Serviced Loan Combination Controlling Party, in writing of various actions that such servicer proposes to take with respect to the workout or liquidation of such Serviced Loan Combination; and (ii) for 60 days following the first such notice, the applicable Serviced Loan Combination Controlling Party has objected to all of those proposed actions and has failed to suggest any alternative actions that such servicer considers to be consistent with the Servicing Standard. Also notwithstanding the foregoing, in the case of any Serviced Pari Passu Loan Combination, if the holder(s) of the promissory notes evidencing the related Pari Passu Non-Trust Mortgage Loan(s) (or their respective representatives) and the Trust, as holder of the Mortgage Note for the related Pari Passu Trust Mortgage Loan, are together acting as the related Serviced Loan Combination Controlling Party, and if those noteholders or their respective representatives have not, within the requisite time period provided for in the related Co-Lender Agreement, executed a mutual consent with respect to any advice, consent or direction regarding a specified servicing action, the Special Servicer or Master Servicer, as applicable, will implement the servicing action that it deems to be in accordance with the Servicing Standard, and the decision of the Special Servicer or the Master Servicer, as applicable, will be binding on all such parties. (c) The Serviced Loan Combination Controlling Party for a Serviced Loan Combination will not have any liability to the Trust or the Certificateholders, in the case of a related Serviced Non-Trust Mortgage Loan Noteholder or its designee acting in such capacity, or to the related Serviced Non-Trust Mortgage Loan Noteholder(s), in the case of the Controlling Class Representative acting in such capacity, for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement or the related Co-Lender Agreement, or for errors in judgment; provided, however, that such Serviced Loan Combination Controlling Party will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties. (d) Upon the occurrence and continuance of a Serviced Loan Combination Change of Control Event (if applicable) with respect to a Serviced Loan Combination or related REO Property, and/or if and for so long as the Trust, as holder of the Serviced Combination Trust Mortgage Loan in such Serviced Loan Combination (or any successor REO Trust Mortgage Loan with respect thereto), is or may be part of, as applicable, the applicable Serviced Loan Combination Directing Lender, then the Controlling Class Representative (i) is hereby designated as the representative of the Trust for purposes of or in connection with exercising the rights and powers of the applicable Serviced Loan Combination Directing Lender or Serviced Loan Combination Controlling Party, as applicable, under Section 3.02 of the related Co-Lender Agreement and (ii) shall be or may be part of, as applicable, the applicable Serviced Loan Combination Controlling Party hereunder. The Trustee shall take such actions as are necessary or appropriate to make such designation effective in accordance with the related Co-Lender Agreement, including providing notices to the related Serviced Non-Trust Mortgage Loan Noteholder(s). The Master Servicer, or, if it becomes aware of such event with respect to a Loan Combination that consists of one or more Specially Serviced Mortgage Loans, the Special Servicer, shall provide the parties to this Agreement with notice of the occurrence of a Serviced Loan Combination Change of Control Event (if applicable) with respect to any Serviced Loan Combination or related REO Property, promptly upon becoming aware thereof.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (LB Commercial Mortgage Trust 2007-C3), Pooling and Servicing Agreement (LB Commercial Mortgage Trust 2007-C3)
Certain Matters Regarding the Serviced Loan Combinations. (a) Each of the Master Servicer and the Special Servicer, as applicable, shall notify (in writing and, if applicable, in accordance with the related Co-Lender Agreementwriting) the Controlling Class Representative, the related Non-Trust Mortgage Loan Noteholder(s) and, and (if different, ) the related Serviced Loan Combination Controlling Party of its intention to take any Specially Designated Servicing Action with respect to any Serviced Loan Combination or related REO Property and shall provide each such party with all reasonably requested information with respect thereto. Subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party will be entitled to advise the Special Servicer (in the event the Special Servicer is authorized under this Agreement to take the subject action) or the Master Servicer (in the event the Master Servicer is authorized under this Agreement to take the subject action), as applicable, with respect to any and all Specially Designated Servicing Actions with respect to a the related Serviced Loan Combination or any related REO Property; and, further subject to Section 6.12(b) of this Agreement and Section 3.02(b) of the related Co-Lender Agreement, neither the Master Servicer nor the Special Servicer shall be permitted to take (or, in the case of the Special Servicer, if and when appropriate hereunder, to consent to the Master Servicer's taking) any of the related Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property if the applicable Serviced Loan Combination Controlling Party has objected in writing within the applicable time period specified in Section 3.02(aten (10) Business Days of the related Co-Lender Agreement following the applicable Serviced Loan Combination Controlling Party having been notified in writing thereof in compliance with the related Co-Lender Agreement and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection to the subject action on the part of the applicable Serviced Loan Combination Controlling Party has not been received by the Master Servicer or the Special Servicer, as applicable, within such time ten (10) Business Day period, then the applicable Serviced Loan Combination Controlling Party will be deemed to have approved of the subject action); provided that, if in the event that the Special Servicer or the Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole), then the Special Master Servicer or the Master Special Servicer, as the case may be, may take (or, in the case of the Special Servicer, if and when appropriate hereunder, may consent to the Master Servicer's taking) any such action without waiting for the applicable Serviced Loan Combination Controlling Party's response; and provided, further, that, under circumstances where the Controlling Class Representative is not, and is not part of, the applicable Serviced Loan Combination Controlling Party, nothing herein shall be intended to limit the right of the Controlling Class Representative to consult with the Master Servicer or the Special Servicer, as applicable, regarding any Serviced Loan Combination or related REO Property, and during the time ten (10) Business Day period referred to above (or such shorter period as is contemplated by the immediately preceding proviso), the Master Servicer or the Special Servicer, as applicable, shall consult with the Controlling Class Representative regarding its views as to the proposed action (but may, in its sole discretion, reject any advice, objection or direction from the Controlling Class Representative) and, upon reasonable request, the Master Servicer or the Special Servicer, as applicable, shall provide the Controlling Class Representative with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action. In addition, subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, if and to the extent provided for under the subject Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party may direct the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, to take, or to refrain from taking, such actions with respect to each Serviced Loan Combination or any related REO Property as the applicable Serviced Loan Combination Controlling Party may deem consistent with the related Co-Lender Agreement or as to which provision is otherwise made in the related Co-Lender Agreement. Upon reasonable request, the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, shall, with respect to each Serviced Loan Combination or any related REO PropertyCombination, provide the applicable Serviced Loan Combination Controlling Party with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee who shall make it available for review pursuant to Section 8.14(b). Promptly following the Special Servicer or the Master Servicer receiving any direction with respect to a Serviced Loan Combination or any related REO Property from the applicable Serviced Loan Combination Controlling Party as contemplated by this paragraph, and in any event prior to acting on such direction, such servicer shall notify the Trustee, the Controlling Class Representative (if it is not, and is not part of, the applicable Serviced Loan Combination Controlling Party) and each related Serviced Non-Trust Mortgage Loan Noteholder (if neither it nor its designee is, or is part of, the applicable Serviced Loan Combination Controlling Party). Each of the Master Servicer (with respect to Performing Serviced Mortgage Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, shall notify the related Serviced Non-Trust Mortgage Loan Noteholder, the Controlling Class Representative and any other Person that may be the applicable Serviced Loan Combination Controlling Party of any release or substitution of collateral for a Serviced Loan Combination even if such release or substitution is required by the terms of such Serviced Loan Combination.
(b) Notwithstanding anything herein to the contrary, no advice, direction or objection with respect to any Serviced Loan Combination or related REO Property from or by the applicable Serviced Loan Combination Controlling Party, as contemplated by Section 6.12(a), may (and the Special Servicer and the Master Servicer shall each ignore and act without regard to any such advice, direction or objection that the Special Servicer or the Master Servicer, as applicable, has determined, in its reasonable, good faith judgment, will) require, cause or permit such servicer to violate any provision of the related Co-Lender Agreement or this Agreement (exclusive of Section 6.12(a)) (including such servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or applicable law or result in an Adverse REMIC Event or an Adverse Grantor Trust Event, subject it to liability or materially expand the scope of its obligations under this Agreement. Furthermore, neither the Special Servicer nor the Master Servicer shall be obligated to seek approval from the applicable Serviced Loan Combination Controlling Party for any actions to be taken by such servicer with respect to the workout or liquidation of any Serviced Loan Combination if: (i) such servicer has, as provided in Section 6.12(a), notified the applicable Serviced Loan Combination Controlling Party, Party in writing of various actions that such servicer proposes to take with respect to the workout or liquidation of such Serviced Loan Combination; and (ii) for 60 days following the first such notice, the applicable Serviced Loan Combination Controlling Party has objected to all of those proposed actions and has failed to suggest any alternative actions that such servicer considers to be consistent with the Servicing Standard. Also notwithstanding the foregoing, in the case of any Serviced Pari Passu Loan Combination, if the holder(s) of the promissory notes evidencing the related Pari Passu Non-Trust Mortgage Loan(s) (or their respective representatives) and the Trust, as holder of the Mortgage Note for the related Pari Passu Trust Mortgage Loan, are together acting as the related Serviced Loan Combination Controlling Party, and if those noteholders or their respective representatives have not, within the requisite time period provided for in the related Co-Lender Agreement, executed a mutual consent with respect to any advice, consent or direction regarding a specified servicing action, the Special Servicer or Master Servicer, as applicable, will implement the servicing action that it deems to be in accordance with the Servicing Standard, and the decision of the Special Servicer or the Master Servicer, as applicable, will be binding on all such parties.
(c) The Serviced Loan Combination Controlling Party for a Serviced Loan Combination will not have any liability to the Trust or the Certificateholders, in the case of a related Serviced Non-Trust Mortgage Loan Noteholder or its designee acting in such capacity, or to the related Serviced Non-Trust Mortgage Loan Noteholder(s), in the case of the Controlling Class Representative acting in such capacity, for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement or the related Co-Lender Agreement, or for errors in judgment; provided, however, that such Serviced Loan Combination Controlling Party will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties.
(d) Upon The Serviced Loan Combination Directing Lender for a Serviced Loan Combination may, in accordance with Section 3.02(d) of the related Co-Lender Agreement, designate a representative to exercise its rights and powers under Section 3.02 of the related Co-Lender Agreement and this Section 6.12 or otherwise under the related Co-Lender Agreement and this Agreement. In that regard, upon the occurrence and continuance of a Serviced Loan Combination Change of Control Event (if applicable) with respect to a Serviced Loan Combination or related REO Property, and/or if and for so long as the Trust, as holder of the Serviced Combination Trust Mortgage Loan in such Serviced Loan Combination (or any successor REO Trust Mortgage Loan with respect thereto), is or may be part of, as applicable, the applicable Serviced Loan Combination Directing Lender, then the Controlling Class Representative (i) is hereby designated as the representative of the Trust for purposes of or in connection with exercising the rights and powers of the applicable Serviced Loan Combination Directing Lender or Serviced Loan Combination Controlling Party, as applicable, under Section 3.02 of the related Co-Lender Agreement and (ii) shall be or may be part of, as applicable, the applicable Serviced Loan Combination Controlling Party hereunder. The Trustee shall take such actions as are necessary or appropriate to make such designation effective in accordance with Section 3.02(d) of the related Co-Lender Agreement, including providing notices to the related Serviced Non-Trust Mortgage Loan Noteholder(s). The Master Servicer, or, if it becomes aware of such event with respect to a Loan Combination that consists of one or more Specially Serviced Mortgage Loans, the Special Servicer, Servicer shall provide the parties to this Agreement with notice of the occurrence of a Serviced Loan Combination Change of Control Event (if applicable) with respect to any Serviced Loan Combination or related REO Property, promptly upon becoming aware thereof.
(e) Each related Serviced Non-Trust Mortgage Loan Noteholder shall be entitled to receive, upon request, a copy of any notice or report required to be delivered (upon request or otherwise) to the Trustee with respect to a Serviced Loan Combination or any related REO Property by any other party hereto. Subject to the related Co-Lender Agreement, any such other party shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies in accordance with this Section 6.12(e).
(f) Notwithstanding anything herein to the contrary, any appointment of a successor Special Servicer hereunder, insofar as it affects any Serviced Loan Combination or any related REO Property, will be subject to the consultation rights of the related Serviced Non-Trust Mortgage Loan Noteholder(s) under Section 3.02 (if and to the extent provided for therein) of the related Co-Lender Agreement.
(g) The parties hereto recognize and acknowledge, in the case of each Serviced Loan Combination, the rights of each related Serviced Non-Trust Mortgage Loan Noteholder under the related Co-Lender Agreement, including the right to: (i) purchase the related Serviced Combination Trust Mortgage Loan under the circumstances contemplated by Section 4.03 of the related Co-Lender Agreement; and (ii) in the case of the 757 Third Avenue Loan Pair, exercise the 757 Fifth Avenue Cure Rigxxx xxx, xx xxx case of the 222 East 41st Xxxxxx Xxxx Xxxr, exercise the 222 East 41st Street Xxxx Xxxxxx. Xx xxxxection with the foregoing, xxx Xxxxxx Xxxxxxxr (if the subject Serviced Combination Trust Mortgage Loan is a Performing Serviced Mortgage Loan) or the Special Servicer (if the subject Serviced Combination Trust Mortgage Loan is a Specially Serviced Mortgage Loan), as applicable, shall take all actions required on the part of the holder of the subject Serviced Combination Trust Mortgage Loan or contemplated to be performed by a servicer, in any case under Section 4.03 or Article VII, as applicable, of the related Co-Lender Agreement, including the delivery of all necessary notices on a timely basis, as well as all other actions necessary and appropriate to effect the transfer of the subject Serviced Combination Trust Mortgage Loan (in connection with the purchase thereof under the related Co-Lender Agreement) to the applicable Serviced Non-Trust Mortgage Loan Noteholder or its designee and/or to permit the applicable Serviced Non-Trust Mortgage Loan Noteholder to effectuate a cure of any defaults under the subject Serviced Combination Non-Trust Mortgage Loan.
(h) The Master Servicer (if the related Serviced Combination Trust Mortgage Loan is a Performing Serviced Mortgage Loan) or the Special Servicer (if the related Serviced Combination Trust Mortgage Loan is 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, each Serviced Loan Combination or any related REO Property required to be performed by the holder of the related Serviced Combination Trust Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to the related Co-Lender Agreement and/or any related mezzanine loan intercreditor agreement.
(i) For purposes of determining whether a Serviced Loan Combination Change of Control Event has occurred, as well as the identity of the Serviced Loan Combination Directing Lender, with respect to any Serviced Loan Combination, any Appraisal Reduction Amount that exists with respect to such Serviced Loan shall be allocated: first, to the related Serviced Non-Trust Mortgage Loan(s) (or, in the case of the 757 Third Avenue Loan Pair, first, to the 757 Third Avenue Note B2 Xxx-Xxxxx Xxxxxage Loan and, second, to txx 000 Xxxxx Xxxnue Note B1 Non-Trust Mortgage Loan) (or any successox XXX Xxxxxxxx Xoan(s) with respect to such Serviced Non-Trust Mortgage Loan(s)), up to an aggregate amount equal to the then unpaid principal balance of the related Serviced Non-Trust Mortgage Loan(s) (or any successor REO Mortgage Loan(s) with respect thereto); and, then, to the related Serviced Combination Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto).
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C8), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C8)
Certain Matters Regarding the Serviced Loan Combinations. (a) Each of the Master Servicer and the Special Servicer, as applicable, shall notify (in writing and, if applicable, in accordance with the related Co-Lender Agreement) the Controlling Class Representative, the related Non-Trust Mortgage Loan Noteholder(s) and, if different, the related Serviced Loan Combination Controlling Party of its intention to take any Specially Designated Servicing Action with respect to any Serviced Loan Combination or related REO Property and shall provide each such party with all reasonably requested information with respect thereto. Subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement (or, in the case of the One New York Plaza Loan Combination, Section 4(f) of the One New York Plaza Co-Lender Agreement), the applicable Serviced Loan Combination Controlling Party will be entitled to advise the Special Servicer (in the event the Special Servicer is authorized under this Agreement to take the subject action) or the Master Servicer (in the event the Master Servicer is authorized under this Agreement to take the subject action), as applicable, with respect to any and all Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property; and, further subject to Section 6.12(b) of this Agreement and Section 3.02(b) of the related Co-Lender Agreement (or, in the case of the One New York Plaza Loan Combination, Section 4(f) of the One New York Plaza Co-Lender Agreement), neither the Master Servicer nor the Special Servicer shall be permitted to take (or, in the case of the Special Servicer, if and when appropriate hereunder, to consent to the Master Servicer's taking) any of the related Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property if the applicable Serviced Loan Combination Controlling Party has objected in writing within the applicable time period specified in Section 3.02(aten (10) Business Days of the related Co-Lender Agreement following the applicable Serviced Loan Combination Controlling Party having been notified in writing thereof in compliance with the related Co-Lender Agreement and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection to the subject action on the part of the applicable Serviced Loan Combination Controlling Party has not been received by the Master Servicer or the Special Servicer, as applicable, within such time ten (10) Business Day period, then the applicable Serviced Loan Combination Controlling Party will be deemed to have approved of the subject action); provided that, if the Special Servicer or the Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole), then the Special Servicer or the Master Servicer, as the case may be, may take (or, in the case of the Special Servicer, if and when appropriate hereunder, may consent to the Master Servicer's taking) any such action without waiting for the applicable Serviced Loan Combination Controlling Party's response; and provided, further, that, under circumstances where the Controlling Class Representative is not, and is not part of, the applicable Serviced Loan Combination Controlling Party, nothing herein shall be intended to limit the right of the Controlling Class Representative to consult with the Master Servicer or the Special Servicer, as applicable, regarding any Serviced Loan Combination or related REO Property, and during the time ten (10) Business Day period referred to above (or such shorter period as is contemplated by the immediately preceding proviso), the Master Servicer or the Special Servicer, as applicable, shall consult with the Controlling Class Representative regarding its views as to the proposed action (but may, in its sole discretion, reject any advice, objection or direction from the Controlling Class Representative) and, upon reasonable request, the Master Servicer or the Special Servicer, as applicable, shall provide the Controlling Class Representative with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action. In addition, subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement (or, in the case of the One New York Plaza Loan Combination, Section 4(f) of the One New York Plaza Co-Lender Agreement), if and to the extent provided for under the subject Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party may direct the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, to take, or to refrain from taking, such actions with respect to each Serviced Loan Combination or any related REO Property as the applicable Serviced Loan Combination Controlling Party may deem consistent with the related Co-Lender Agreement or as to which provision is otherwise made in the related Co-Lender Agreement. Upon reasonable request, the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, shall, with respect to each Serviced Loan Combination or any related REO Property, provide the applicable Serviced Loan Combination Controlling Party with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee who shall make it available for review pursuant to Section 8.14(b). Promptly following the Special Servicer or the Master Servicer receiving any direction with respect to a Serviced Loan Combination or any related REO Property from the applicable Serviced Loan Combination Controlling Party as contemplated by this paragraph, and in any event prior to acting on such direction, such servicer shall notify the Trustee, the Controlling Class Representative (if it is not, and is not part of, the applicable Serviced Loan Combination Controlling Party) and each related Serviced Non-Trust Mortgage Loan Noteholder (if neither it nor its designee is, or is part of, the applicable Serviced Loan Combination Controlling Party). Each of the Master Servicer (with respect to Performing Serviced Mortgage Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, shall notify the related Serviced Non-Trust Mortgage Loan Noteholder, the Controlling Class Representative and any other Person that may be the applicable Serviced Loan Combination Controlling Party of any release or substitution of collateral for a Serviced Loan Combination even if such release or substitution is required by the terms of such Serviced Loan Combination.
(b) Notwithstanding anything herein to the contrary, no advice, direction or objection with respect to any Serviced Loan Combination or related REO Property from or by the applicable Serviced Loan Combination Controlling Party, as contemplated by Section 6.12(a), may (and the Special Servicer and the Master Servicer shall each ignore and act without regard to any such advice, direction or objection that the Special Servicer or the Master Servicer, as applicable, has determined, in its reasonable, good faith judgment, will) require, cause or permit such servicer to violate any provision of the related Co-Lender Agreement or this Agreement (exclusive of Section 6.12(a)) (including such servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or applicable law or result in an Adverse REMIC Event or an Adverse Grantor Trust Event, subject it to liability or materially expand the scope of its obligations under this Agreement. Furthermore, neither the Special Servicer nor the Master Servicer shall be obligated to seek approval from the applicable Serviced Loan Combination Controlling Party for any actions to be taken by such servicer with respect to the workout or liquidation of any Serviced Loan Combination if: (i) such servicer has, as provided in Section 6.12(a), notified the applicable Serviced Loan Combination Controlling Party, in writing of various actions that such servicer proposes to take with respect to the workout or liquidation of such Serviced Loan Combination; and (ii) for 60 days following the first such notice, the applicable Serviced Loan Combination Controlling Party has objected to all of those proposed actions and has failed to suggest any alternative actions that such servicer considers to be consistent with the Servicing Standard. Also notwithstanding the foregoing, in the case of any Serviced Pari Passu Loan Combination, if the holder(s) of the promissory notes evidencing the related Pari Passu Non-Trust Mortgage Loan(s) (or their respective representatives) and the Trust, as holder of the Mortgage Note for the related Pari Passu Trust Mortgage Loan, are together acting as the related Serviced Loan Combination Controlling Party, and if those noteholders or their respective representatives have not, within the requisite time period provided for in the related Co-Lender Agreement, executed a mutual consent with respect to any advice, consent or direction regarding a specified servicing action, the Special Servicer or Master Servicer, as applicable, will implement the servicing action that it deems to be in accordance with the Servicing Standard, and the decision of the Special Servicer or the Master Servicer, as applicable, will be binding on all such parties.
(c) The Serviced Loan Combination Controlling Party for a Serviced Loan Combination will not have any liability to the Trust or the Certificateholders, in the case of a related Serviced Non-Trust Mortgage Loan Noteholder or its designee acting in such capacity, or to the related Serviced Non-Trust Mortgage Loan Noteholder(s), in the case of the Controlling Class Representative acting in such capacity, for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement or the related Co-Lender Agreement, or for errors in judgment; provided, however, that such Serviced Loan Combination Controlling Party will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties.
(d) Upon The Serviced Loan Combination Directing Lender for a Serviced Loan Combination may, in accordance with Section 3.02(d) of the related Co-Lender Agreement (or, in the case of the One New York Plaza Loan Combination, Section 4(f) of the One New York Plaza Co-Lender Agreement), designate a representative to exercise its rights and powers under Section 3.02 of the related Co-Lender Agreement (or, in the case of the One New York Plaza Loan Combination, Section 4(f) of the One New York Plaza Co-Lender Agreement) and this Section 6.12 or otherwise under the related Co-Lender Agreement and this Agreement. In that regard, upon the occurrence and continuance of a Serviced Loan Combination Change of Control Event (if applicable) with respect to a Serviced Loan Combination or related REO Property, and/or if and for so long as the Trust, as holder of the Serviced Combination Trust Mortgage Loan in such Serviced Loan Combination (or any successor REO Trust Mortgage Loan with respect thereto), is or may be part of, as applicable, the applicable Serviced Loan Combination Directing Lender, then the Controlling Class Representative (i) is hereby designated as the representative of the Trust for purposes of or in connection with exercising the rights and powers of the applicable Serviced Loan Combination Directing Lender or Serviced Loan Combination Controlling Party, as applicable, under Section 3.02 of the related Co-Lender Agreement (or, in the case of the One New York Plaza Loan Combination, Section 4(f) of the One New York Plaza Co-Lender Agreement) and (ii) shall be or may be part of, as applicable, the applicable Serviced Loan Combination Controlling Party hereunder. The Trustee shall take such actions as are necessary or appropriate to make such designation effective in accordance with Section 3.02(d) of the related Co-Lender Agreement (or, in the case of the One New York Plaza Loan Combination, Section 4(f) of the One New York Plaza Co-Lender Agreement), including providing notices to the related Serviced Non-Trust Mortgage Loan Noteholder(s). The Master Servicer, or, if it becomes aware of such event with respect to a Loan Combination that consists of one or more Specially Serviced Mortgage Loans, the Special Servicer, Servicer shall provide the parties to this Agreement with notice of the occurrence of a Serviced Loan Combination Change of Control Event (if applicable) with respect to any Serviced Loan Combination or related REO Property, promptly upon becoming aware thereof.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C4), Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C4)
Certain Matters Regarding the Serviced Loan Combinations. (a) Each of the Master Servicer and the Special Servicer, as applicable, shall notify (in writing and, if applicable, in accordance with the related Co-Lender Agreementwriting) the Controlling Class Representative, the related Non-Trust Mortgage Loan Noteholder(s) and, and (if different, ) the related Serviced Loan Combination Controlling Party of its intention to take any Specially Designated Servicing Action with respect to any Serviced Loan Combination or related REO Property and shall provide each such party with all reasonably requested information with respect thereto. Subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party will be entitled to advise the Special Servicer (in the event the Special Servicer is authorized under this Agreement to take the subject action) or the Master Servicer (in the event the Master Servicer is authorized under this Agreement to take the subject action), as applicable, with respect to any and all Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property; and, further subject to Section 6.12(b) of this Agreement and Section 3.02(b) of the -279- related Co-Lender Agreement, neither the Master Servicer nor the Special Servicer shall be permitted to take (or, in the case of the Special Servicer, if and when appropriate hereunder, to consent to the Master Servicer's taking) any of the related Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property if the applicable Serviced Loan Combination Controlling Party has objected in writing within the applicable time period specified in Section 3.02(aten (10) Business Days of the related Co-Lender Agreement following the applicable Serviced Loan Combination Controlling Party having been notified in writing thereof in compliance with the related Co-Lender Agreement and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection to the subject action on the part of the applicable Serviced Loan Combination Controlling Party has not been received by the Master Servicer or the Special Servicer, as applicable, within such time ten (10) Business Day period, then the applicable Serviced Loan Combination Controlling Party will be deemed to have approved of the subject action); provided that, if the Special Servicer or the Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole), then the Special Servicer or the Master Servicer, as the case may be, may take (or, in the case of the Special Servicer, if and when appropriate hereunder, may consent to the Master Servicer's taking) any such action without waiting for the applicable Serviced Loan Combination Controlling Party's response; and provided, further, that, under circumstances where the Controlling Class Representative is not, and is not part of, the applicable Serviced Loan Combination Controlling Party, nothing herein shall be intended to limit the right of the Controlling Class Representative to consult with the Master Servicer or the Special Servicer, as applicable, regarding any Serviced Loan Combination or related REO Property, and during the time ten (10) Business Day period referred to above (or such shorter period as is contemplated by the immediately preceding proviso), the Master Servicer or the Special Servicer, as applicable, shall consult with the Controlling Class Representative regarding its views as to the proposed action (but may, in its sole discretion, reject any advice, objection or direction from the Controlling Class Representative) and, upon reasonable request, the Master Servicer or the Special Servicer, as applicable, shall provide the Controlling Class Representative with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action. In addition, subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, if and to the extent provided for under the subject Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party may direct the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, to take, or to refrain from taking, such actions with respect to each Serviced Loan Combination or any related REO Property as the applicable Serviced Loan Combination Controlling Party may deem consistent with the related Co-Lender Agreement or as to which provision is otherwise made in the related Co-Lender Agreement. Upon reasonable request, the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, shall, with respect to each Serviced Loan Combination or any related REO Property, provide the applicable Serviced Loan Combination Controlling Party with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee who shall make it available for review pursuant to Section 8.14(b). Promptly following the Special Servicer or the Master Servicer receiving any direction with respect to a Serviced Loan Combination or any related REO Property from the applicable Serviced Loan Combination Controlling Party as contemplated by this paragraph, and in any event prior to acting on such direction, such servicer shall notify the Trustee, the Controlling Class Representative (if it is not, and is not part of, the applicable Serviced Loan Combination Controlling Party) and each related Serviced Non-Trust Mortgage Loan Noteholder (if neither it nor its designee is, or is part of, the applicable Serviced Loan Combination Controlling Party). Each of the Master Servicer (with respect to Performing Serviced Mortgage Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, shall notify the related Serviced Non-Trust Mortgage Loan Noteholder, the Controlling Class Representative and any other Person that may be the applicable Serviced Loan Combination Controlling Party of any release or substitution of collateral for a Serviced Loan Combination even if such release or substitution is required by the terms of such Serviced Loan Combination.
(b) Notwithstanding anything herein to the contrary, no advice, direction or objection with respect to any Serviced Loan Combination or related REO Property from or by the applicable Serviced Loan Combination Controlling Party, as contemplated by Section 6.12(a), may (and the Special Servicer and the Master Servicer shall each ignore and act without regard to any such advice, direction or objection that the Special Servicer or the Master Servicer, as applicable, has determined, in its reasonable, good faith judgment, will) require, cause or permit such servicer to violate any provision of the related Co-Lender Agreement or this Agreement (exclusive of Section 6.12(a)) (including such servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or applicable law or result in an Adverse REMIC Event or an Adverse Grantor Trust Event, subject it to liability or materially expand the scope of its obligations under this Agreement. Furthermore, neither the Special Servicer nor the Master Servicer shall be obligated to seek approval from the applicable Serviced Loan Combination Controlling Party for any actions to be taken by such servicer with respect to the workout or liquidation of any Serviced Loan Combination if: (i) such servicer has, as provided in Section 6.12(a), notified the applicable Serviced Loan Combination Controlling Party, in writing of various actions that such servicer proposes to take with respect to the workout or liquidation of such Serviced Loan Combination; and (ii) for 60 days following the first such notice, the applicable Serviced Loan Combination Controlling Party has objected to all of those proposed actions and has failed to suggest any alternative actions that such servicer considers to be consistent with the Servicing Standard. Also notwithstanding the foregoing, in the case of any Serviced Pari Passu Loan Combination, if the holder(s) of the promissory notes evidencing the related Pari Passu Non-Trust Mortgage Loan(s) (or their respective representatives) and the Trust, as holder of the Mortgage Note for the related Pari Passu Trust Mortgage Loan, are together acting as the related Serviced Loan Combination Controlling Party, and if those noteholders or their respective representatives have not, within the requisite time period provided for in the related Co-Lender Agreement, executed a mutual consent with respect to any advice, consent or direction regarding a specified servicing action, the Special Servicer or Master Servicer, as applicable, will implement the servicing action that it deems to be in accordance with the Servicing Standard, and the decision of the Special Servicer or the Master Servicer, as applicable, will be binding on all such parties.
(c) The Serviced Loan Combination Controlling Party for a Serviced Loan Combination will not have any liability to the Trust or the Certificateholders, in the case of a related Serviced Non-Trust Mortgage Loan Noteholder or its designee acting in such capacity, or to the related Serviced Non-Trust Mortgage Loan Noteholder(s), in the case of the Controlling Class Representative acting in such capacity, for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement or the related Co-Lender Agreement, or for errors in judgment; provided, however, that such Serviced Loan Combination Controlling Party will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties.
(d) Upon the occurrence and continuance of a Serviced Loan Combination Change of Control Event (if applicable) with respect to a Serviced Loan Combination or related REO Property, and/or if and for so long as the Trust, as holder of the Serviced Combination Trust Mortgage Loan in such Serviced Loan Combination (or any successor REO Trust Mortgage Loan with respect thereto), is or may be part of, as applicable, the applicable Serviced Loan Combination Directing Lender, then the Controlling Class Representative (i) is hereby designated as the representative of the Trust for purposes of or in connection with exercising the rights and powers of the applicable Serviced Loan Combination Directing Lender or Serviced Loan Combination Controlling Party, as applicable, under Section 3.02 of the related Co-Lender Agreement and (ii) shall be or may be part of, as applicable, the applicable Serviced Loan Combination Controlling Party hereunder. The Trustee shall take such actions as are necessary or appropriate to make such designation effective in accordance with the related Co-Lender Agreement, including providing notices to the related Serviced Non-Trust Mortgage Loan Noteholder(s). The Master Servicer, or, if it becomes aware of such event with respect to a Loan Combination that consists of one or more Specially Serviced Mortgage Loans, the Special Servicer, shall provide the parties to this Agreement with notice of the occurrence of a Serviced Loan Combination Change of Control Event (if applicable) with respect to any Serviced Loan Combination or related REO Property, promptly upon becoming aware thereof.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C5), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C5)
Certain Matters Regarding the Serviced Loan Combinations. (a) Each of the Master Servicer and the Special Servicer, as applicable, shall notify (in writing and, if applicable, in accordance with the related Co-Lender Agreement) the Controlling Class Representative, the related Non-Trust Mortgage Loan Noteholder(s) and, if different, the related Serviced Loan Combination Controlling Party of its intention to take any Specially Designated Servicing Action with respect to any Serviced Loan Combination or related REO Property and shall provide each such party with all reasonably requested information with respect thereto. Subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party will be entitled to advise the Special Servicer (in the event the Special Servicer is authorized under this Agreement to take the subject action) or the Master Servicer (in the event the Master Servicer is authorized under this Agreement to take the subject action), as applicable, with respect to any and all Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property; and, further subject to Section 6.12(b) of this Agreement and Section 3.02(b) of the related Co-Lender Agreement, neither the Master Servicer nor the Special Servicer shall be permitted to take (or, in the case of the Special Servicer, if and when appropriate hereunder, to consent to the Master Servicer's taking) any of the related Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property if the applicable Serviced Loan Combination Controlling Party has objected in writing within the applicable time period specified in Section 3.02(aten (10) Business Days of the related Co-Lender Agreement following the applicable Serviced Loan Combination Controlling Party having been notified in writing thereof in compliance with the related Co-Lender Agreement and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection to the subject action on the part of the applicable Serviced Loan Combination Controlling Party has not been received by the Master Servicer or the Special Servicer, as applicable, within such time ten (10) Business Day period, then the applicable Serviced Loan Combination Controlling Party will be deemed to have approved of the subject action); provided that, if the Special Servicer or the Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole), then the Special Servicer or the Master Servicer, as the case may be, may take (or, in the case of the Special Servicer, if and when appropriate hereunder, may consent to the Master Servicer's taking) any such action without waiting for the applicable Serviced Loan Combination Controlling Party's response; and provided, further, that, under circumstances where the Controlling Class Representative is not, and is not part of, the applicable Serviced Loan Combination Controlling Party, nothing herein shall be intended to limit the right of the Controlling Class Representative to consult with the Master Servicer or the Special Servicer, as applicable, regarding any Serviced Loan Combination or related REO Property, and during the time ten (10) Business Day period referred to above (or such shorter period as is contemplated by the immediately preceding proviso), the Master Servicer or the Special Servicer, as applicable, shall consult with the Controlling Class Representative regarding its views as to the proposed action (but may, in its sole discretion, reject any advice, objection or direction from the Controlling Class Representative) and, upon reasonable request, the Master Servicer or the Special Servicer, as applicable, shall provide the Controlling Class Representative with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action. In addition, subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, if and to the extent provided for under the subject Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party may direct the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, to take, or to refrain from taking, such actions with respect to each Serviced Loan Combination or any related REO Property as the applicable Serviced Loan Combination Controlling Party may deem consistent with the related Co-Lender Agreement or as to which provision is otherwise made in the related Co-Lender Agreement. Upon reasonable request, the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, shall, with respect to each Serviced Loan Combination or any related REO Property, provide the applicable Serviced Loan Combination Controlling Party with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee who shall make it available for review pursuant to Section 8.14(b). Promptly following the Special Servicer or the Master Servicer receiving any direction with respect to a Serviced Loan Combination or any related REO Property from the applicable Serviced Loan Combination Controlling Party as contemplated by this paragraph, and in any event prior to acting on such direction, such servicer shall notify the Trustee, the Controlling Class Representative (if it is not, and is not part of, the applicable Serviced Loan Combination Controlling Party) and each related Serviced Non-Trust Mortgage Loan Noteholder (if neither it nor its designee is, or is part of, the applicable Serviced Loan Combination Controlling Party). Each of the Master Servicer (with respect to Performing Serviced Mortgage Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, shall notify the related Serviced Non-Trust Mortgage Loan Noteholder, the Controlling Class Representative and any other Person that may be the applicable Serviced Loan Combination Controlling Party of any release or substitution of collateral for a Serviced Loan Combination even if such release or substitution is required by the terms of such Serviced Loan Combination.
(b) Notwithstanding anything herein to the contrary, no advice, direction or objection with respect to any Serviced Loan Combination or related REO Property from or by the applicable Serviced Loan Combination Controlling Party, as contemplated by Section 6.12(a), may (and the Special Servicer and the Master Servicer shall each ignore and act without regard to any such advice, direction or objection that the Special Servicer or the Master Servicer, as applicable, has determined, in its reasonable, good faith judgment, will) require, cause or permit such servicer to violate any provision of the related Co-Lender Agreement or this Agreement (exclusive of Section 6.12(a)) (including such servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or applicable law or result in an Adverse REMIC Event or an Adverse Grantor Trust Event, subject it to liability or materially expand the scope of its obligations under this Agreement. Furthermore, neither the Special Servicer nor the Master Servicer shall be obligated to seek approval from the applicable Serviced Loan Combination Controlling Party for any actions to be taken by such servicer with respect to the workout or liquidation of any Serviced Loan Combination if: (i) such servicer has, as provided in Section 6.12(a), notified the applicable Serviced Loan Combination Controlling Party, in writing of various actions that such servicer proposes to take with respect to the workout or liquidation of such Serviced Loan Combination; and (ii) for 60 days following the first such notice, the applicable Serviced Loan Combination Controlling Party has objected to all of those proposed actions and has failed to suggest any alternative actions that such servicer considers to be consistent with the Servicing Standard. Also notwithstanding the foregoing, in the case of any Serviced Pari Passu the 000 Xxxxxxx Xxxxxx Loan Combination, if the holder(s) 000 Xxxxxxx Xxxxxx Noteholders (exclusive of the promissory notes evidencing the related Pari Passu 000 Xxxxxxx Xxxxxx Note B Non-Trust Mortgage Loan(sLoan Noteholder) (or their respective representatives) and the Trust, as holder of the Mortgage Note for the related Pari Passu Trust Mortgage Loan, representatives are together acting as the related Serviced Loan Combination Controlling Party, and if those noteholders 000 Xxxxxxx Xxxxxx Noteholders--or their respective representatives representatives--have not, within the requisite time period provided for in the related Co-Lender Agreement, executed a mutual consent with respect to any advice, consent or direction regarding a specified servicing action, the Special Servicer or Master Servicer, as applicable, will implement the servicing action that it deems to be in accordance with the Servicing Standard, and the decision of the Special Servicer or the Master Servicer, as applicable, will be binding on all such parties.
(c) The Serviced Loan Combination Controlling Party for a Serviced Loan Combination will not have any liability to the Trust or the Certificateholders, in the case of a related Serviced Non-Trust Mortgage Loan Noteholder or its designee acting in such capacity, or to the related Serviced Non-Trust Mortgage Loan Noteholder(s), in the case of the Controlling Class Representative acting in such capacity, for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement or the related Co-Lender Agreement, or for errors in judgment; provided, however, that such Serviced Loan Combination Controlling Party will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties.
(d) Upon The Serviced Loan Combination Directing Lender for a Serviced Loan Combination may, in accordance with Section 3.02(d) of the related Co-Lender Agreement, designate a representative to exercise its rights and powers under Section 3.02 of the related Co-Lender Agreement and this Section 6.12 or otherwise under the related Co-Lender Agreement and this Agreement. In that regard, upon the occurrence and continuance of a Serviced Loan Combination Change of Control Event (if applicable) with respect to a Serviced Loan Combination or related REO Property, and/or if and for so long as the Trust, as holder of the Serviced Combination Trust Mortgage Loan in such Serviced Loan Combination (or any successor REO Trust Mortgage Loan with respect thereto), is or may be part of, as -304- applicable, the applicable Serviced Loan Combination Directing Lender, then the Controlling Class Representative (i) is hereby designated as the representative of the Trust for purposes of or in connection with exercising the rights and powers of the applicable Serviced Loan Combination Directing Lender or Serviced Loan Combination Controlling Party, as applicable, under Section 3.02 of the related Co-Lender Agreement and (ii) shall be or (or, if applicable in the case of the 000 Xxxxxxx Xxxxxx Loan Combination, may be part of, as applicable, ) the applicable Serviced Loan Combination Controlling Party hereunder. The Trustee shall take such actions as are necessary or appropriate to make such designation effective in accordance with Section 3.02(d) of the related Co-Lender Agreement, including providing notices to the related Serviced Non-Trust Mortgage Loan Noteholder(s). The Master Servicer, or, if it becomes aware of such event with respect to a Loan Combination that consists of one or more Specially Serviced Mortgage Loans, the Special Servicer, Servicer shall provide the parties to this Agreement with notice of the occurrence of a Serviced Loan Combination Change of Control Event (if applicable) with respect to any Serviced Loan Combination or related REO Property, promptly upon becoming aware thereof.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C1), Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C1)
Certain Matters Regarding the Serviced Loan Combinations. (a) Each of the Master Servicer and the Special Servicer, as applicable, shall notify (in writing and, if applicable, in accordance with the related Co-Lender Agreement) the Controlling Class Representative, the related Non-Trust Mortgage Loan Noteholder(s) and, if different, the related Serviced Loan Combination Controlling Party of its intention to take any Specially Designated Servicing Action with respect to any Serviced Loan Combination or related REO Property and shall provide each such party with all reasonably requested information with respect thereto. Subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party will be entitled to advise the Special Servicer (in the event the Special Servicer is authorized under this Agreement to take the subject action) or the Master Servicer (in the event the Master Servicer is authorized under this Agreement to take the subject action), as applicable, with respect to any and all Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property; and, further subject to Section 6.12(b) of this Agreement and Section 3.02(b) of the related Co-Lender Agreement, neither the Master Servicer nor the Special Servicer shall be permitted to take (or, in the case of the Special Servicer, if and when appropriate hereunder, to consent to the Master Servicer's taking) any of the related Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property if the applicable Serviced Loan Combination Controlling Party has objected in writing within the applicable time period specified in Section 3.02(a) of the related Co-Lender Agreement following the applicable Serviced Loan Combination Controlling Party having been notified in writing thereof in compliance with the related Co-Lender Agreement and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection to the subject action on the part of the applicable Serviced Loan Combination Controlling Party has not been received by the Master Servicer or the Special Servicer, as applicable, within such time period, then the applicable Serviced Loan Combination Controlling Party will be deemed to have approved of the subject action); provided that, if the Special Servicer or the Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole), then the Special Servicer or the Master Servicer, as the case may be, may take (or, in the case of the Special Servicer, if and when appropriate hereunder, may consent to the Master Servicer's taking) any such action without waiting for the applicable Serviced Loan Combination Controlling Party's response; and provided, further, that, under circumstances where the Controlling Class Representative is not, and is not part of, the applicable Serviced Loan Combination Controlling Party, nothing herein shall be intended to limit the right of the Controlling Class Representative to consult with the Master Servicer or the Special Servicer, as applicable, regarding any Serviced Loan Combination or related REO Property, and during the time period referred to above (or such shorter period as is contemplated by the immediately preceding proviso), the Master Servicer or the Special Servicer, as applicable, shall consult with the Controlling Class Representative regarding its views as to the proposed action (but may, in its sole discretion, reject any advice, objection or direction from the Controlling Class Representative) and, upon reasonable request, the Master Servicer or the Special Servicer, as applicable, shall provide the Controlling Class Representative with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action. In addition, subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, if and to the extent provided for under the subject Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party may direct the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, to take, or to refrain from taking, such actions with respect to each Serviced Loan Combination or any related REO Property as the applicable Serviced Loan Combination Controlling Party may deem consistent with the related Co-Lender Agreement or as to which provision is otherwise made in the related Co-Lender Agreement. Upon reasonable request, the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, shall, with respect to each Serviced Loan Combination or any related REO Property, provide the applicable Serviced Loan Combination Controlling Party with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee who shall make it available for review pursuant to Section 8.14(b). Promptly following the Special Servicer or the Master Servicer receiving any direction with respect to a Serviced Loan Combination or any related REO Property from the applicable Serviced Loan Combination Controlling Party as contemplated by this paragraph, and in any event prior to acting on such direction, such servicer shall notify the Trustee, the Controlling Class Representative (if it is not, and is not part of, the applicable Serviced Loan Combination Controlling Party) and each related Serviced Non-Trust Mortgage Loan Noteholder (if neither it nor its designee is, or is part of, the applicable Serviced Loan Combination Controlling Party). Each of the Master Servicer (with respect to Performing Serviced Mortgage Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, shall notify the related Serviced Non-Trust Mortgage Loan Noteholder, the Controlling Class Representative and any other Person that may be the applicable Serviced Loan Combination Controlling Party of any release or substitution of collateral for a Serviced Loan Combination even if such release or substitution is required by the terms of such Serviced Loan Combination.
(b) Notwithstanding anything herein to the contrary, no advice, direction or objection with respect to any Serviced Loan Combination or related REO Property from or by the applicable Serviced Loan Combination Controlling Party, as contemplated by Section 6.12(a), may (and the Special Servicer and the Master Servicer shall each ignore and act without regard to any such advice, direction or objection that the Special Servicer or the Master Servicer, as applicable, has determined, in its reasonable, good faith judgment, will) require, cause or permit such servicer to violate any provision of the related Co-Lender Agreement or this Agreement (exclusive of Section 6.12(a)) (including such servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or applicable law or result in an Adverse REMIC Event or an Adverse Grantor Trust Event, subject it to liability or materially expand the scope of its obligations under this Agreement. Furthermore, neither the Special Servicer nor the Master Servicer shall be obligated to seek approval from the applicable Serviced Loan Combination Controlling Party for any actions to be taken by such servicer with respect to the workout or liquidation of any Serviced Loan Combination if: (i) such servicer has, as provided in Section 6.12(a), notified the applicable Serviced Loan Combination Controlling Party, in writing of various actions that such servicer proposes to take with respect to the workout or liquidation of such Serviced Loan Combination; and (ii) for 60 days following the first such notice, the applicable Serviced Loan Combination Controlling Party has objected to all of those proposed actions and has failed to suggest any alternative actions that such servicer considers to be consistent with the Servicing Standard. Also notwithstanding the foregoing, in the case of any Serviced Pari Passu Loan Combination, if the holder(s) of the promissory notes evidencing the related Pari Passu Non-Trust Mortgage Loan(s) (or their respective representatives) and the Trust, as holder of the Mortgage Note for the related Pari Passu Trust Mortgage Loan, are together acting as the related Serviced Loan Combination Controlling Party, and if those noteholders or their respective representatives have not, within the requisite time period provided for in the related Co-Lender Agreement, executed a mutual consent with respect to any advice, consent or direction regarding a specified servicing action, the Special Servicer or Master Servicer, as applicable, will implement the servicing action that it deems to be in accordance with the Servicing Standard, and the decision of the Special Servicer or the Master Servicer, as applicable, will be binding on all such parties.
(c) The Serviced Loan Combination Controlling Party for a Serviced Loan Combination will not have any liability to the Trust or the Certificateholders, in the case of a related Serviced Non-Trust Mortgage Loan Noteholder or its designee acting in such capacity, or to the related Serviced Non-Trust Mortgage Loan Noteholder(s), in the case of the Controlling Class Representative acting in such capacity, for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement or the related Co-Lender Agreement, or for errors in judgment; provided, however, that such Serviced Loan Combination Controlling Party will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties.
(d) Upon the occurrence and continuance of a Serviced Loan Combination Change of Control Event (if applicable) with respect to a Serviced Loan Combination or related REO Property, and/or if and for so long as the Trust, as holder of the Serviced Combination Trust Mortgage Loan in such Serviced Loan Combination (or any successor REO Trust Mortgage Loan with respect thereto), is or may be part of, as applicable, the applicable Serviced Loan Combination Directing Lender, then the Controlling Class Representative (i) is hereby designated as the representative of the Trust for purposes of or in connection with exercising the rights and powers of the applicable Serviced Loan Combination Directing Lender or Serviced Loan Combination Controlling Party, as applicable, under Section 3.02 of the related Co-Lender Agreement and (ii) shall be or may be part of, as applicable, the applicable Serviced Loan Combination Controlling Party hereunder. The Trustee shall take such actions as are necessary or appropriate to make such designation effective in accordance with the related Co-Lender Agreement, including providing notices to the related Serviced Non-Trust Mortgage Loan Noteholder(s). The Master Servicer, or, if it becomes aware of such event with respect to a Loan Combination that consists of one or more Specially Serviced Mortgage Loans, the Special Servicer, shall provide the parties to this Agreement with notice of the occurrence of a Serviced Loan Combination Change of Control Event (if applicable) with respect to any Serviced Loan Combination or related REO Property, promptly upon becoming aware thereof.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Structured Asset Securities Corp Ii), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C6)
Certain Matters Regarding the Serviced Loan Combinations. (a) Each of the Master Servicer and the Special Servicer, as applicable, shall notify (in writing and, if applicable, in accordance with the related Co-Lender Agreementwriting) the Controlling Class Representative, the related Non-Trust Mortgage Loan Noteholder(s) and, if different), the related Serviced Loan Combination Controlling Party and, in the case of the ______________ Loan Combination, upon the occurrence of a ______________ Co-Directing Lender Event, the ______________ Co-Directing Lender, of its intention to take any Specially Designated Servicing Action with respect to any Serviced Loan Combination or related REO Property and shall provide each such party with all reasonably requested information with respect thereto. Subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) (or, in the case of the ______________ Loan Combination, to Section 4.2) of the related Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party (or, in the case of the ______________ Loan Combination, upon the occurrence of a ______________ Co-Directing Lender Event, the ______________ Co-Directing Lenders,) will be entitled to advise the Special Servicer (in the event the Special Servicer is authorized under this Agreement to take the subject action) or the Master Servicer (in the event the Master Servicer is authorized under this Agreement to take the subject action), as applicable, with respect to any and all Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property; and, further subject to Section 6.12(b) of this Agreement and Section 3.02(b) (or, in the case of the ______________ Loan Combination, to Section 4.2) of the related Co-Lender Agreement, neither the Master Servicer nor the Special Servicer shall be permitted to take (or, in the case of the Special Servicer, if and when appropriate hereunder, to consent to the Master Servicer's taking) any of the related Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property if the applicable Serviced Loan Combination Controlling Party has objected in writing within the applicable time period specified in Section 3.02(aten (10) Business Days of the related Co-Lender Agreement following the applicable Serviced Loan Combination Controlling Party having been notified in writing thereof in compliance with the related Co-Lender Agreement and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection to the subject action on the part of the applicable Serviced Loan Combination Controlling Party has not been received by the Master Servicer or the Special Servicer, as applicable, within such time ten (10) Business Day period, then the applicable Serviced Loan Combination Controlling Party (or, in the case of the ______________ Loan Combination, upon the occurrence of a ______________ Co-Directing Lender Event, the ______________ Co-Directing Lenders) will be deemed to have approved of the subject action); provided that, if the Special Servicer or the Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole), then the Special Servicer or the Master Servicer, as the case may be, may take (or, in the case of the Special Servicer, if and when appropriate hereunder, may consent to the Master Servicer's taking) any such action without waiting for the applicable Serviced Loan Combination Controlling Party's (or, in the case of the ______________ Loan Combination upon the occurrence of a ______________ Co-Directing Lender Event, the ______________ Co-Directing Lenders') response; provided that, with respect to the ______________ Loan Combination, upon a ______________ Co-Directing Lender Event, if within the time frames set forth in the ______________ Co-Lender Agreement, the ______________ Co-Directing Lenders do not provide mutual consent or a mutual objection to any action the Special Servicer may implement such actions; and provided, further, that, under circumstances where the Controlling Class Representative is not, and is not part of, the applicable Serviced Loan Combination Controlling Party, nothing herein shall be intended to limit the right of the Controlling Class Representative to consult with the Master Servicer or the Special Servicer, as applicable, regarding any Serviced Loan Combination or related REO Property, and during the time ten (10) Business Day period referred to above (or such shorter period as is contemplated by the immediately preceding proviso), the Master Servicer or the Special Servicer, as applicable, shall consult with the Controlling Class Representative regarding its views as to the proposed action (but may, in its sole discretion, reject any advice, objection or direction from the Controlling Class Representative) and, upon reasonable request, the Master Servicer or the Special Servicer, as applicable, shall provide the Controlling Class Representative with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action. In addition, subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) (or, in the case of the ______________ Loan Combination, to Section 4.2) of the related Co-Lender Agreement, if and to the extent provided for under the subject Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party (or, in the case of the ______________ Loan Combination, upon the occurrence of a ______________ Co-Directing Lender Event, the ______________ Co-Directing Lenders) may direct the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, to take, or to refrain from taking, such actions with respect to each Serviced Loan Combination or any related REO Property as the applicable Serviced Loan Combination Controlling Party may deem consistent with the related Co-Lender Agreement or as to which provision is otherwise made in the related Co-Lender Agreement. Upon reasonable request, the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, shall, with respect to each Serviced Loan Combination or any related REO Property, provide the applicable Serviced Loan Combination Controlling Party (or, in the case of the ______________ Loan Combination, upon the occurrence of a ______________ Co-Directing Lender Event, the ______________ Co-Directing Lenders) with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee who shall make it available for review pursuant to Section 8.14(b). Promptly following the Special Servicer or the Master Servicer receiving any direction with respect to a Serviced Loan Combination or any related REO Property from the applicable Serviced Loan Combination Controlling Party (or, in the case of the ______________ Loan Combination, upon the occurrence of a ______________ Co-Directing Lender Event, the ______________ Co-Directing Lenders) as contemplated by this paragraph, and in any event prior to acting on such direction, such servicer shall notify the Trustee, the Controlling Class Representative (if it is not, and is not part of, the applicable Serviced Loan Combination Controlling Party) and each related Serviced Non-Trust Mortgage Loan Noteholder (if neither it nor its designee is, or is part of, the applicable Serviced Loan Combination Controlling Party). Each of the Master Servicer (with respect to Performing Serviced Mortgage Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, shall notify the related Serviced Non-Trust Mortgage Loan Noteholder, the Controlling Class Representative and any other Person that may be the applicable Serviced Loan Combination Controlling Party (or, in the case of the ______________ Loan Combination, upon the occurrence of a ______________ Co-Directing Lender Event, the ______________ Co-Directing Lenders) of any release or substitution of collateral for a Serviced Loan Combination even if such release or substitution is required by the terms of such Serviced Loan Combination.
(b) Notwithstanding anything herein to the contrary, no advice, direction or objection with respect to any Serviced Loan Combination or related REO Property from or by the applicable Serviced Loan Combination Controlling PartyParty (or, in the case of the ______________ Loan Combination, upon the occurrence of a ______________ Co-Directing Lender Event, the ______________ Co-Directing Lenders), as contemplated by Section 6.12(a), may (and the Special Servicer and the Master Servicer shall each ignore and act without regard to any such advice, direction or objection that the Special Servicer or the Master Servicer, as applicable, has determined, in its reasonable, good faith judgment, will) require, cause or permit such servicer to violate any provision of the related Co-Lender Agreement or this Agreement (exclusive of Section 6.12(a)) (including such servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or applicable law or result in an Adverse REMIC Event or an Adverse Grantor Trust Event, subject it to liability or materially expand the scope of its obligations under this Agreement. Furthermore, neither the Special Servicer nor the Master Servicer shall be obligated to seek approval from the applicable Serviced Loan Combination Controlling Party (or, in the case of the ______________ Loan Combination, upon the occurrence of a ______________ Co-Directing Lender Event, the ______________ Co-Directing Lenders) for any actions to be taken by such servicer with respect to the workout or liquidation of any Serviced Loan Combination if: (i) such servicer has, as provided in Section 6.12(a), notified the applicable Serviced Loan Combination Controlling PartyParty (or, in the case of the ______________ Loan Combination, upon the occurrence of a ______________ Co-Directing Lender Event, the ______________ Co-Directing Lenders), in writing of various actions that such servicer proposes to take with respect to the workout or liquidation of such Serviced Loan Combination; and (ii) for 60 days following the first such notice, the applicable Serviced Loan Combination Controlling Party (or, in the case of the ______________ Loan Combination, upon the occurrence of a ______________ Co-Directing Lender Event, the ______________ Co-Directing Lenders), has objected to all of those proposed actions and has failed to suggest any alternative actions that such servicer considers to be consistent with the Servicing Standard. Also notwithstanding the foregoing, in the case of any Serviced Pari Passu Loan Combination, if the holder(s) of the promissory notes evidencing the related Pari Passu Non-Trust Mortgage Loan(s) (or their respective representatives) and the Trust, as holder of the Mortgage Note for the related Pari Passu Trust Mortgage Loan, are together acting as the related Serviced Loan Combination Controlling Party, and if those noteholders or their respective representatives have not, within the requisite time period provided for in the related Co-Lender Agreement, executed a mutual consent with respect to any advice, consent or direction regarding a specified servicing action, the Special Servicer or Master Servicer, as applicable, will implement the servicing action that it deems to be in accordance with the Servicing Standard, and the decision of the Special Servicer or the Master Servicer, as applicable, will be binding on all such parties.
(c) The Serviced Loan Combination Controlling Party (or, in the case of the ______________ Loan Combination, upon the occurrence of a ______________ Co-Directing Lender Event, the ______________ Co-Directing Lenders) for a Serviced Loan Combination will not have any liability to the Trust or the Certificateholders, in the case of a related Serviced Non-Trust Mortgage Loan Noteholder or its designee acting in such capacity, or to the related Serviced Non-Trust Mortgage Loan Noteholder(s), in the case of the Controlling Class Representative acting in such capacity, for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement or the related Co-Lender Agreement, or for errors in judgment; provided, however, that such Serviced Loan Combination Controlling Party or ______________ Co-Directing Lenders, as applicable, will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties. The Class ___ Representative will have no liability to the Certificateholders for any action taken, or for refraining from the taking of any action, pursuant to this Agreement (whether pursuant to this Section 6.12 or otherwise), or for errors in judgment; provided, however, that the Class ___ Representative will not be protected against any liability to any Class ___ Certificateholder which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties. Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Class ___ Representative may, and is permitted hereunder to, have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Class ___ Representative may, and is permitted hereunder to, act solely in the interests of the Holders of the Class ___ Certificates; (iii) the Class ___ Representative does not have any duties or liability to the Holders of any Class of Certificates other than the Class ___ Certificates; (iv) the Class ___ Representative may, and is permitted hereunder to, take actions that favor interests of the Holders of the Class ___ Certificates over the interests of the Holders of one or more other Classes of Certificates; (v) the Class ___ Representative shall not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the Holders of the Class ___ Certificates; and (vi) the Class ___ Representative shall have no liability whatsoever for having acted solely in the interests of the Holders of the Class ___ Certificates, and no Certificateholder may take any action whatsoever against the Class ___ Representative, any Holder of the Class ___ Certificates or any director, officer, employee, agent or principal thereof for having so acted.
(d) Upon The Serviced Loan Combination Directing Lender for a Serviced Loan Combination may, in accordance with Section 3.02(d) (or, in the case of the ______________ Loan Combination, Section ___ of the related Co-Lender Agreement, designate a representative to exercise its rights and powers under Section 3.02 of the related Co-Lender Agreement and this Section 6.12 or otherwise under the related Co-Lender Agreement and this Agreement. In that regard, upon the occurrence and continuance of a Serviced Loan Combination Change of Control Event (if applicable) with respect to a Serviced Loan Combination or related REO Property, and/or if and for so long as the Trust, as holder of the Serviced Combination Trust Mortgage Loan in such Serviced Loan Combination (or any successor REO Trust Mortgage Loan with respect thereto), is or may be part of, as applicable, the applicable Serviced Loan Combination Directing LenderLender (including, then where, acting together with the ______________ Non-Trust Mortgage Loan Noteholder, the Trust could constitute one of the ______________ Co-Directing Lenders or the "Controlling Holder" (as defined in the related Co-Lender Agreement)), the Controlling Class Representative or, in the case of the ______________ Loan Combination, during a Class ___ Control Period, the Class ___ Representative (i) is hereby designated as the representative of the Trust for purposes of or in connection with exercising the rights and powers of the applicable Serviced Loan Combination Directing Lender or Lender, Serviced Loan Combination Controlling PartyParty or ______________ Co-Directing Lender under, as applicable, under Section 3.02 (or, in the case of the ______________ Loan Combination, Section ___) of the related Co-Lender Agreement and (ii) shall be or (or, if applicable in the case of the ______________ Loan Combination, may be part of, as applicable, ) the applicable Serviced Loan Combination Controlling Party hereunder. The Trustee shall take such actions as are necessary or appropriate to make such designation effective in accordance with Section 3.02(d) (or, in the case of the ______________ Loan Combination, Section 4.2) of the related Co-Lender Agreement, including providing notices to the related Serviced Non-Trust Mortgage Loan Noteholder(s). The Master Servicer, or, if it becomes aware of such event with respect to a Loan Combination that consists of one or more Specially Serviced Mortgage Loans, the Special Servicer, Servicer shall provide the parties to this Agreement with notice of the occurrence of a Serviced Loan Combination Change of Control Event (if applicable) with respect to any Serviced Loan Combination or related REO Property, promptly upon becoming aware thereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Securities Corp Ii)
Certain Matters Regarding the Serviced Loan Combinations. (a) Each of the Master Servicer and the Special Servicer, as applicable, shall notify (in writing and, if applicable, in accordance with the related Co-Lender Agreementwriting) the Controlling Class Representative, the related Non-Trust Mortgage Loan Noteholder(s) and, if different, and the related Serviced Loan Combination Controlling Party Class Representative of its intention to take any Specially Designated Servicing Action with respect to any Serviced Loan Combination or related REO Property and shall provide each such party with all reasonably requested information with respect theretoCombination. Subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party will be entitled to advise the Special Servicer (in the event the Special Servicer is authorized under this Agreement to take the subject action) or the Master Servicer (in the event the Master Servicer is authorized under this Agreement to take the subject action), as applicable, with respect to any and all Specially Designated Servicing Actions with respect relating to a each Serviced Loan Combination or any related REO Property; and, further subject to Section 6.12(b) of this Agreement and Section 3.02(b) of the related Co-Lender Agreement, neither the Master Special Servicer nor the Special Master Servicer shall will be permitted to take (or, in the case of the Special Servicer, if and when appropriate hereunderto the extent applicable, to consent to the Master Servicer's taking) any of the related Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property if the applicable Serviced Loan Combination Controlling Party has objected in writing within the applicable time period specified in Section 3.02(aten (10) Business Days of the related CoNon-Lender Agreement following Trust Mortgage Loan Noteholder(s) and the applicable Serviced Loan Combination Controlling Party Class Representative having been notified in writing thereof in compliance with the related Co-Lender Agreement and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection to the subject action on the part of the applicable Serviced Loan Combination Controlling Party has not been received by the Master Special Servicer or the Special Master Servicer, as applicable, within such time ten (10) Business Day period, then the applicable Serviced Loan Combination Controlling Party will be deemed to have approved of the subject action); provided that, if in the event that the Special Servicer or the Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) Noteholder (as a collective whole), then the Special Servicer or the Master Servicer, as the case may be, may take (or, in the case of the Special Servicer, if and when appropriate hereunder, may consent to the Master Servicer's taking) any such action without waiting for the applicable Serviced Loan Combination Controlling Party's response; and provided, further, that, under circumstances where the Controlling Class Representative is not, and is not part of, the applicable Serviced Loan Combination Controlling Party, nothing herein shall be intended to limit the right of the Controlling Class Representative to consult with the Master Special Servicer or the Special Master Servicer, as applicable, regarding any Serviced Combination Trust Mortgage Loan Combination or related REO Property, and during the time ten (10) Business Day period referred to above (or such shorter period as is contemplated by the immediately preceding proviso), the Master Special Servicer or the Special Master Servicer, as applicable, shall consult with the Controlling Class Representative regarding its views as to the proposed action (but may, in its sole discretion, reject any advice, objection or direction from the Controlling Class Representative) and, upon reasonable request, the Master Special Servicer or the Special Master Servicer, as applicable, shall provide the Controlling Class Representative with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action. In addition, subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, if and to the extent provided for under the subject Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party may direct the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, to take, or to refrain from taking, such actions with respect to each Serviced Loan Combination or any related REO Property as the applicable Serviced Loan Combination Controlling Party may deem consistent with the related Co-Lender Agreement or as to which provision is otherwise made in the related Co-Lender Agreement. Upon reasonable request, the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, shall, with respect to each Serviced Loan Combination or any related REO PropertyCombination, provide the applicable Serviced Loan Combination Controlling Party with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee who shall make it available for review pursuant to Section 8.14(b). Promptly following the Special Servicer or the Master Servicer receiving any direction with respect to a Serviced Loan Combination or any related REO Property from the applicable Serviced Loan Combination Controlling Party as contemplated by this paragraph, and in any event prior to acting on such direction, such servicer shall notify the Trustee, the Controlling Class Representative (if it is not, and is not part of, the applicable Serviced Loan Combination Controlling Party) and each the related Serviced Non-Trust Mortgage Loan Noteholder (if neither it nor its designee is, or is part of, the applicable Serviced Loan Combination Controlling Party). Each of the Master Servicer (with respect to Performing Serviced Mortgage Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, shall notify the related Serviced Non-Trust Mortgage Loan Noteholder, the Controlling Class Representative and any other Person that may be the applicable Serviced Loan Combination Controlling Party of any release or substitution of collateral for a Serviced Loan Combination even if such release or substitution is required by the terms of such Serviced Loan Combination.
(b) Notwithstanding anything herein to the contrary, no advice, direction or objection with respect to any Serviced Loan Combination or related REO Property from or by the applicable Serviced Loan Combination Controlling Party, as contemplated by Section 6.12(a), may (and the Special Servicer and the Master Servicer shall each ignore and act without regard to any such advice, direction or objection that the Special Servicer or the Master Servicer, as applicable, such servicer has determined, in its reasonable, good faith judgment, willwould) require, cause or permit such servicer to violate any provision of the related Co-Lender Agreement or this Agreement (exclusive of Section 6.12(a)) (including such servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or applicable law or result in an Adverse REMIC Event or an Adverse Grantor Trust Event, subject it to liability or materially expand the scope of its obligations under this Agreement. Furthermore, neither the Special Master Servicer nor the Master Special Servicer shall be obligated to seek approval from the applicable Serviced Loan Combination Controlling Party for any actions to be taken by such servicer with respect to the workout or liquidation of any a Serviced Loan Combination if: (i) such servicer has, as provided in Section 6.12(a), notified the applicable Serviced Loan Combination Controlling Party, Party in writing of various actions that such servicer proposes to take with respect to the workout or liquidation of such Serviced Loan Combination; and (ii) for 60 days following the first such notice, the applicable Serviced Loan Combination Controlling Party has objected to all of those proposed actions and has failed to suggest any alternative actions that such servicer considers to be consistent with the Servicing Standard. Also notwithstanding the foregoing, in the case of any Serviced Pari Passu Loan Combination, if the holder(s) of the promissory notes evidencing the related Pari Passu Non-Trust Mortgage Loan(s) (or their respective representatives) and the Trust, as holder of the Mortgage Note for the related Pari Passu Trust Mortgage Loan, are together acting as the related Serviced Loan Combination Controlling Party, and if those noteholders or their respective representatives have not, within the requisite time period provided for in the related Co-Lender Agreement, executed a mutual consent with respect to any advice, consent or direction regarding a specified servicing action, the Special Servicer or Master Servicer, as applicable, will implement the servicing action that it deems to be in accordance with the Servicing Standard, and the decision of the Special Servicer or the Master Servicer, as applicable, will be binding on all such parties.
(c) The Serviced Loan Combination Controlling Party for a Serviced Loan Combination will not have any liability to the Trust or the Certificateholders, in the case of a the related Serviced Non-Trust Mortgage Loan Noteholder or its designee acting in such capacity, or to the related Serviced Non-Trust Mortgage Loan Noteholder(s)Noteholder, in the case of the Controlling Class Representative acting in such capacity, for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement or the related Co-Lender Agreement, or for errors in judgment; provided, however, that such Serviced Loan Combination Controlling Party will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties.
(d) Upon Each Serviced Loan Combination Directing Lender may, in accordance with Section 3.02(d) of the occurrence related Co-Lender Agreement, designate a representative to exercise its rights and continuance powers under Section 3.02 of the related Co-Lender Agreement and this Section 6.12. In that regard, if and for so long as (but only if and for so long as) a Serviced Loan Combination Change of Control Event (if applicable) has occurred and is continuing with respect to a any Serviced Loan Combination or related REO Property, and/or if and for so long as the Trust, as holder of the Serviced Combination Trust Mortgage Loan in such Serviced Loan Combination (or any successor REO Trust Mortgage Loan with respect thereto), is or may be part of, as applicable, the applicable Serviced Loan Combination Directing Lender, then the Controlling Class Representative (i) is hereby designated as the representative of the Trust for purposes of or in connection with exercising the rights and powers of the applicable Serviced Loan Combination Directing Lender or Serviced Loan Combination Controlling Party, as applicable, under Section 3.02 of the related Co-Lender Agreement and (ii) shall be or may be part of, as applicable, the applicable Serviced Loan Combination Controlling Party hereunder. The Trustee shall take such actions as are necessary or appropriate to make such designation with respect to any Serviced Loan Combination or related REO Property effective in accordance with Section 3.02(d) of the related Co-Lender Agreement, including providing notices to the related Serviced Non-Trust Mortgage Loan Noteholder(s). The Master Servicer, or, if it becomes aware of such event with respect to a Loan Combination that consists of one or more Specially Serviced Mortgage Loans, the Special Servicer, Servicer shall provide the parties to this Agreement with notice of the occurrence of a Serviced Loan Combination Change of Control Event (if applicable) with respect to any Serviced Loan Combination or related REO Property, promptly upon becoming aware of thereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C7)
Certain Matters Regarding the Serviced Loan Combinations. (a) Each of the Master Servicer and the Special Servicer, as applicable, shall notify (in writing and, if applicable, in accordance with the related Co-Lender Agreement) the Controlling Class Representative, the related Non-Trust Mortgage Loan Noteholder(s) and, if different, the related Serviced Loan Combination Controlling Party of its intention to take any Specially Designated Servicing Action with respect to any Serviced Loan Combination or related REO Property and shall provide each such party with all reasonably requested information with respect thereto. Subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party will be entitled to advise the Special Servicer (in the event the Special Servicer is authorized under this Agreement to take the subject action) or the Master Servicer (in the event the Master Servicer is authorized under this Agreement to take the subject action), as applicable, with respect to any and all Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property; and, further subject to Section 6.12(b) of this Agreement and Section 3.02(b) of the related Co-Lender Agreement, neither the Master Servicer nor the Special Servicer shall be permitted to take (or, in the case of the Special Servicer, if and when appropriate hereunder, to consent to the Master Servicer's taking) any of the related Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property if the applicable Serviced Loan Combination Controlling Party has objected in writing within the applicable time period specified in Section 3.02(a) of the related Co-Lender Agreement following the applicable Serviced Loan Combination Controlling Party having been notified in writing thereof in compliance with the related Co-Lender Agreement and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection to the subject action on the part of the applicable Serviced Loan Combination Controlling Party has not been received by the Master Servicer or the Special Servicer, as applicable, within such time period, then the applicable Serviced Loan Combination Controlling Party will be deemed to have approved of the subject action); provided that, if the Special Servicer or the Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole), then the Special Servicer or the Master Servicer, as the case may be, may take (or, in the case of the Special Servicer, if and when appropriate hereunder, may consent to the Master Servicer's taking) any such action without waiting for the applicable Serviced Loan Combination Controlling Party's response; and provided, further, that, under circumstances where the Controlling Class Representative is not, and is not part of, the applicable Serviced Loan Combination Controlling Party, nothing herein shall be intended to limit the right of the Controlling Class Representative to consult with the Master Servicer or the Special Servicer, as applicable, regarding any Serviced Loan Combination or related REO Property, and during the time period referred to above (or such shorter period as is contemplated by the immediately preceding proviso), the Master Servicer or the Special Servicer, as applicable, shall consult with the Controlling Class Representative regarding its views as to the proposed action (but may, in its sole discretion, reject any advice, objection or direction from the Controlling Class Representative) and, upon reasonable request, the Master Servicer or the Special Servicer, as applicable, shall provide the Controlling Class Representative with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action. In addition, subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, if and to the extent provided for under the subject Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party may direct the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, to take, or to refrain from taking, such actions with respect to each Serviced Loan Combination or any related REO Property as the applicable Serviced Loan Combination Controlling Party may deem consistent with the related Co-Lender Agreement or as to which provision is otherwise made in the related Co-Lender Agreement. Upon reasonable request, the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, shall, with respect to each Serviced Loan Combination or any related REO Property, provide the applicable Serviced Loan Combination Controlling Party with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee who shall make it available for review pursuant to Section 8.14(b). Promptly following the Special Servicer or the Master Servicer receiving any direction with respect to a Serviced Loan Combination or any related REO Property from the applicable Serviced Loan Combination Controlling Party as contemplated by this paragraph, and in any event prior to acting on such direction, such servicer shall notify the Trustee, the Controlling Class Representative (if it is not, and is not part of, the applicable Serviced Loan Combination Controlling Party) and each related Serviced Non-Trust Mortgage Loan Noteholder (if neither it nor its designee is, or is part of, the applicable Serviced Loan Combination Controlling Party). Each of the Master Servicer (with respect to Performing Serviced Mortgage Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, shall notify the related Serviced Non-Trust Mortgage Loan Noteholder, the Controlling Class Representative and any other Person that may be the applicable Serviced Loan Combination Controlling Party of any release or substitution of collateral for a Serviced Loan Combination even if such release or substitution is required by the terms of such Serviced Loan Combination.
(b) Notwithstanding anything herein to the contrary, no advice, direction or objection with respect to any Serviced Loan Combination or related REO Property from or by the applicable Serviced Loan Combination Controlling Party, as contemplated by Section 6.12(a), may (and the Special Servicer and the Master Servicer shall each ignore and act without regard to any such advice, direction or objection that the Special Servicer or the Master Servicer, as applicable, has determined, in its reasonable, good faith judgment, will) require, cause or permit such servicer to violate any provision of the related Co-Lender Agreement or this Agreement (exclusive of Section 6.12(a)) (including such servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or applicable law or result in an Adverse REMIC Event or an Adverse Grantor Trust Event, subject it to liability or materially expand the scope of its obligations under this Agreement. Furthermore, neither the Special Servicer nor the Master Servicer shall be obligated to seek approval from the applicable Serviced Loan Combination Controlling Party for any actions to be taken by such servicer with respect to the workout or liquidation of any Serviced Loan Combination if: (i) such servicer has, as provided in Section 6.12(a), notified the applicable Serviced Loan Combination Controlling Party, in writing of various actions that such servicer proposes to take with respect to the workout or liquidation of such Serviced Loan Combination; and (ii) for 60 days following the first such notice, the applicable Serviced Loan Combination Controlling Party has objected to all of those proposed actions and has failed to suggest any alternative actions that such servicer considers to be consistent with the Servicing Standard. Also notwithstanding the foregoing, in the case of any Serviced Pari Passu Loan Combination, if the holder(s) of the promissory notes evidencing the related Pari Passu Non-Trust Mortgage Loan(s) (or their respective representatives) and the Trust, as holder of the Mortgage Note for the related Pari Passu Trust Mortgage Loan, are together acting as the related Serviced Loan Combination Controlling Party, and if those noteholders or their respective representatives have not, within the requisite time period provided for in the related Co-Lender Agreement, executed a mutual consent with respect to any advice, consent or direction regarding a specified servicing action, the Special Servicer or Master Servicer, as applicable, will implement the servicing action that it deems to be in accordance with the Servicing Standard, and the decision of the Special Servicer or the Master Servicer, as applicable, will be binding on all such parties.
(c) The Serviced Loan Combination Controlling Party for a Serviced Loan Combination will not have any liability to the Trust or the Certificateholders, in the case of a related Serviced Non-Trust Mortgage Loan Noteholder or its designee acting in such capacity, or to the related Serviced Non-Trust Mortgage Loan Noteholder(s), in the case of the Controlling Class Representative acting in such capacity, for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement or the related Co-Lender Agreement, or for errors in judgment; provided, however, that such Serviced Loan Combination Controlling Party will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties.
(d) Upon the occurrence and continuance of a Serviced Loan Combination Change of Control Event (if applicable) with respect to a Serviced Loan Combination or related REO Property, and/or if and for so long as the Trust, as holder of the Serviced Combination Trust Mortgage Loan in such Serviced Loan Combination (or any successor REO Trust Mortgage Loan with respect thereto), is or may be part of, as applicable, the applicable Serviced Loan Combination Directing Lender, then the Controlling Class Representative (i) is hereby designated as the representative of the Trust for purposes of or in connection with exercising the rights and powers of the applicable Serviced Loan Combination Directing Lender or Serviced Loan Combination Controlling Party, as applicable, under [Section 3.02 3.02] of the related Co-Lender Agreement and (ii) shall be or may be part of, as applicable, the applicable Serviced Loan Combination Controlling Party hereunder. The Trustee shall take such actions as are necessary or appropriate to make such designation effective in accordance with the related Co-Lender Agreement, including providing notices to the related Serviced Non-Trust Mortgage Loan Noteholder(s). The Master Servicer, or, if it becomes aware of such event with respect to a Loan Combination that consists of one or more Specially Serviced Mortgage Loans, the Special Servicer, shall provide the parties to this Agreement with notice of the occurrence of a Serviced Loan Combination Change of Control Event (if applicable) with respect to any Serviced Loan Combination or related REO Property, promptly upon becoming aware thereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C2)
Certain Matters Regarding the Serviced Loan Combinations. (a) Each of the Master Servicer and the Special Servicer, as applicable, shall notify (in writing and, if applicable, in accordance with the related Co-Lender Agreement) the Controlling Class Representative, the related Non-Trust Mortgage Loan Noteholder(s) and, if different, the related Serviced Loan Combination Controlling Party of its intention to take any Specially Designated Servicing Action with respect to any Serviced Loan Combination or related REO Property and shall provide each such party with all reasonably requested information with respect thereto. Subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party will be entitled to advise the Special Servicer (in the event the Special Servicer is authorized under this Agreement to take the subject action) or the Master Servicer (in the event the Master Servicer is authorized under this Agreement to take the subject action), as applicable, with respect to any and all Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property; and, further subject to Section 6.12(b) of this Agreement and Section 3.02(b) of the related Co-Lender Agreement, neither the Master Servicer nor the Special Servicer shall be permitted to take (or, in the case of the Special Servicer, if and when appropriate hereunder, to consent to the Master Servicer's taking) any of the related Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property if the applicable Serviced Loan Combination Controlling Party has objected in writing within the applicable time period specified in Section 3.02(aten (10) Business Days of the related Co-Lender Agreement following the applicable Serviced Loan Combination Controlling Party having been notified in writing thereof in compliance with the related Co-Lender Agreement and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection to the subject action on the part of the applicable Serviced Loan Combination Controlling Party has not been received by the Master Servicer or the Special Servicer, as applicable, within such time ten (10) Business Day period, then the applicable Serviced Loan Combination Controlling Party will be deemed to have approved of the subject action); provided that, if the Special Servicer or the Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole), then the Special Servicer or the Master Servicer, as the case may be, may take (or, in the case of the Special Servicer, if and when appropriate hereunder, may consent to the Master Servicer's taking) any such action without waiting for the applicable Serviced Loan Combination Controlling Party's response; and provided, further, that, under circumstances where the Controlling Class Representative is not, and is not part of, the applicable Serviced Loan Combination Controlling Party, nothing herein shall be intended to limit the right of the Controlling Class Representative to consult with the Master Servicer or the Special Servicer, as applicable, regarding any Serviced Loan Combination or related REO Property, and during the time ten (10) Business Day period referred to above (or such shorter period as is contemplated by the immediately preceding proviso), the Master Servicer or the Special Servicer, as applicable, shall consult with the Controlling Class Representative regarding its views as to the proposed action (but may, in its sole discretion, reject any advice, objection or direction from the Controlling Class Representative) and, upon reasonable request, the Master Servicer or the Special Servicer, as applicable, shall provide the Controlling Class Representative with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action. In addition, subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, if and to the extent provided for under the subject Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party may direct the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, to take, or to refrain from taking, such actions with respect to each Serviced Loan Combination or any related REO Property as the applicable Serviced Loan Combination Controlling Party may deem consistent with the related Co-Lender Agreement or as to which provision is otherwise made in the related Co-Lender Agreement. Upon reasonable request, the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, shall, with respect to each Serviced Loan Combination or any related REO Property, provide the applicable Serviced Loan Combination Controlling Party with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee who shall make it available for review pursuant to Section 8.14(b). Promptly following the Special Servicer or the Master Servicer receiving any direction with respect to a Serviced Loan Combination or any related REO Property from the applicable Serviced Loan Combination Controlling Party as contemplated by this paragraph, and in any event prior to acting on such direction, such servicer shall notify the Trustee, the Controlling Class Representative (if it is not, and is not part of, the applicable Serviced Loan Combination Controlling Party) and each related Serviced Non-Trust Mortgage Loan Noteholder (if neither it nor its designee is, or is part of, the applicable Serviced Loan Combination Controlling Party). Each of the Master Servicer (with respect to Performing Serviced Mortgage Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, shall notify the related Serviced Non-Trust Mortgage Loan Noteholder, the Controlling Class Representative and any other Person that may be the applicable Serviced Loan Combination Controlling Party of any release or substitution of collateral for a Serviced Loan Combination even if such release or substitution is required by the terms of such Serviced Loan Combination.
(b) Notwithstanding anything herein to the contrary, no advice, direction or objection with respect to any Serviced Loan Combination or related REO Property from or by the applicable Serviced Loan Combination Controlling Party, as contemplated by Section 6.12(a), may (and the Special Servicer and the Master Servicer shall each ignore and act without regard to any such advice, direction or objection that the Special Servicer or the Master Servicer, as applicable, has determined, in its reasonable, good faith judgment, will) require, cause or permit such servicer to violate any provision of the related Co-Lender Agreement or this Agreement (exclusive of Section 6.12(a)) (including such servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or applicable law or result in an Adverse REMIC Event or an Adverse Grantor Trust Event, subject it to liability or materially expand the scope of its obligations under this Agreement. Furthermore, neither the Special Servicer nor the Master Servicer shall be obligated to seek approval from the applicable Serviced Loan Combination Controlling Party for any actions to be taken by such servicer with respect to the workout or liquidation of any Serviced Loan Combination if: (i) such servicer has, as provided in Section 6.12(a), notified the applicable Serviced Loan Combination Controlling Party, in writing of various actions that such servicer proposes to take with respect to the workout or liquidation of such Serviced Loan Combination; and (ii) for 60 days following the first such notice, the applicable Serviced Loan Combination Controlling Party has objected to all of those proposed actions and has failed to suggest any alternative actions that such servicer considers to be consistent with the Servicing Standard. Also notwithstanding the foregoing, in the case of any Serviced Pari Passu Loan Combination, if the holder(s) of the promissory notes evidencing the related Pari Passu Non-Trust Mortgage Loan(s) (or their respective representatives) and the Trust, as holder of the Mortgage Note for the related Pari Passu Trust Mortgage Loan, are together acting as the related Serviced Loan Combination Controlling Party, and if those noteholders or their respective representatives have not, within the requisite time period provided for in the related Co-Lender Agreement, executed a mutual consent with respect to any advice, consent or direction regarding a specified servicing action, the Special Servicer or Master Servicer, as applicable, will implement the servicing action that it deems to be in accordance with the Servicing Standard, and the decision of the Special Servicer or the Master Servicer, as applicable, will be binding on all such parties.
(c) The Serviced Loan Combination Controlling Party for a Serviced Loan Combination will not have any liability to the Trust or the Certificateholders, in the case of a related Serviced Non-Trust Mortgage Loan Noteholder or its designee acting in such capacity, or to the related Serviced Non-Trust Mortgage Loan Noteholder(s), in the case of the Controlling Class Representative acting in such capacity, for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement or the related Co-Lender Agreement, or for errors in judgment; provided, however, that such Serviced Loan Combination Controlling Party will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties.
(d) Upon The Serviced Loan Combination Directing Lender for a Serviced Loan Combination may, in accordance with Section 3.02(d) of the related Co-Lender Agreement, designate a representative to exercise its rights and powers under Section 3.02 of the related Co-Lender Agreement and this Section 6.12 or otherwise under the related Co-Lender Agreement and this Agreement. In that regard, upon the occurrence and continuance of a Serviced Loan Combination Change of Control Event (if applicable) with respect to a Serviced Loan Combination or related REO Property, and/or if and for so long as the Trust, as holder of the Serviced Combination Trust Mortgage Loan in such Serviced Loan Combination (or any successor REO Trust Mortgage Loan with respect thereto), is or may be part of, as applicable, the applicable Serviced Loan Combination Directing Lender, then the Controlling Class Representative (i) is hereby designated as the representative of the Trust for purposes of or in connection with exercising the rights and powers of the applicable Serviced Loan Combination Directing Lender or Serviced Loan Combination Controlling Party, as applicable, under Section 3.02 of the related Co-Lender Agreement and (ii) shall be or may be part of, as applicable, the applicable Serviced Loan Combination Controlling Party hereunder. The Trustee shall take such actions as are necessary or appropriate to make such designation effective in accordance with Section 3.02(d) of the related Co-Lender Agreement, including providing notices to the related Serviced Non-Trust Mortgage Loan Noteholder(s). The Master Servicer, or, if it becomes aware of such event with respect to a Loan Combination that consists of one or more Specially Serviced Mortgage Loans, the Special Servicer, Servicer shall provide the parties to this Agreement with notice of the occurrence of a Serviced Loan Combination Change of Control Event (if applicable) with respect to any Serviced Loan Combination or related REO Property, promptly upon becoming aware thereof.
(e) Each related Serviced Non-Trust Mortgage Loan Noteholder shall be entitled to receive, upon request, a copy of any notice or report required to be delivered (upon request or otherwise) to the Trustee with respect to a Serviced Loan Combination or any related REO Property by any other party hereto. Subject to the related Co-Lender Agreement, any such other party shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies in accordance with this Section 6.12(e).
(f) Notwithstanding anything herein to the contrary, any appointment of a successor Special Servicer hereunder, insofar as it affects any Serviced Loan Combination or any related REO Property, will be subject to any consultation rights of the related Serviced Non-Trust Mortgage Loan Noteholder(s) expressly provided for under the related Co-Lender Agreement.
(g) The parties hereto recognize and acknowledge, in the case of the City Centre Loan Combination, the rights of the City Centre Note B Non-Trust Mortgage Loan Noteholder under the City Centre Co-Lender Agreement, including the right to purchase the City Centre Trust Mortgage Loan under the circumstances contemplated by Section 4.03 of the related Co-Lender Agreement. In connection with the foregoing, the Master Servicer (if the City Centre Trust Mortgage Loan is a Performing Serviced Mortgage Loan) or the Special Servicer (if the City Centre Trust Mortgage Loan is a Specially Serviced Mortgage Loan), as applicable, shall take all actions required on the part of the holder of the City Centre Trust Mortgage Loan or contemplated to be performed by a servicer, in any case, under the related Co-Lender Agreement, including the delivery of all necessary notices on a timely basis and/or the calculation of the applicable purchase price, as well as all other actions necessary and appropriate to effect the transfer of the City Centre Trust Mortgage Loan (in connection with the purchase thereof under the related Co-Lender Agreement) to the City Centre Note B Non-Trust Mortgage Loan Noteholder or its designee. Further in connection with the foregoing, with respect to any Serviced Loan Combination as to which the related Co-Lender Agreement provides for cure rights on the part of the related Non-Trust Mortgage Loan Noteholder, the Master Servicer (if the subject Serviced Combination Trust Mortgage Loan is a Performing Serviced Mortgage Loan) or the Special Servicer (if the subject Serviced Combination Trust Mortgage Loan is a Specially Serviced Mortgage Loan), as applicable, shall notify such Non-Trust Mortgage Loan Noteholder (i) of any event of default with respect to the subject Serviced Loan Combination that is susceptible of cure under the related Co-Lender Agreement, promptly (and, in any event, within two Business Days) after the applicable servicer has actual knowledge thereof (although such notice is not required to state whether such event of default is susceptible of cure thereunder), and (ii) of any material event of default (although such notice is not required to state whether such event of default is material).
(h) The Master Servicer (if the related Serviced Combination Trust Mortgage Loan is a Performing Serviced Mortgage Loan) or the Special Servicer (if the related Serviced Combination Trust Mortgage Loan is 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, each Serviced Loan Combination or any related REO Property required to be performed by the holder of the related Serviced Combination Trust Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to the related Co-Lender Agreement and/or any related mezzanine loan intercreditor agreement.
(i) For purposes of determining whether a Serviced Loan Combination Change of Control Event has occurred, as well as the identity of the Serviced Loan Combination Directing Lender, with respect to the City Centre Loan Combination, any Appraisal Reduction Amount that exists with respect thereto shall be allocated: first, to the City Centre Note B Non-Trust Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), up to an aggregate amount equal to the then unpaid principal balance of the City Centre Note B Non-Trust Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), together with all accrued and unpaid interest thereon (other than Default Interest), and then, to the City Centre Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto).
(j) Notwithstanding anything herein to the contrary, if this Agreement provides for obtaining a rating confirmation with respect to any Specially Designated Non-Trust Mortgage Loan Securities in connection with any action hereunder, no party hereto shall obtain such rating confirmation unless it is reasonably assured that the cost of such rating confirmation (or the applicable share thereof in accordance with the related Co-Lender Agreement) will be borne (without right of reimbursement from the Trust) by the related Non-Trust Mortgage Loan Securitization Trust or by another third party other than the Trust.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C3)
Certain Matters Regarding the Serviced Loan Combinations. (a) Each of the Master Servicer and the Special Servicer, as applicable, shall notify (in writing and, if applicable, in accordance with the related Co-Lender Agreement) the Controlling Class Representative, the related Non-Trust Mortgage Loan Noteholder(s) and, if different), the related Serviced Loan Combination Controlling Party and, in the case of the Station Place I Loan Combination, upon the occurrence of a Station Place I Co-Directing Lender Event, the Station Place I Co-Directing Lenders, of its intention to take any Specially Designated Servicing Action with respect to any Serviced Loan Combination or related REO Property and shall provide each such party with all reasonably requested information with respect thereto. Subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) (or, in the case of the Station Place I Loan Combination, to Section 4.2) of the related Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party (or, in the case of the Station Place I Loan Combination, upon the occurrence of a Station Place I Co-Directing Lender Event, the Station Place I Co-Directing Lenders) will be entitled to advise the Special Servicer (in the event the Special Servicer is authorized under this Agreement to take the subject action) or the Master Servicer (in the event the Master Servicer is authorized under this Agreement to take the subject action), as applicable, with respect to any and all Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property; and, further subject to Section 6.12(b) of this Agreement and Section 3.02(b) (or, in the case of the Station Place I Loan Combination, to Section 4.2) of the related Co-Lender Agreement, neither the Master Servicer nor the Special Servicer shall be permitted to take (or, in the case of the Special Servicer, if and when appropriate hereunder, to consent to the Master Servicer's taking) any of the related Specially Designated Servicing Actions with respect to a Serviced Loan Combination or any related REO Property if the applicable Serviced Loan Combination Controlling Party has objected in writing within the applicable time period specified in Section 3.02(aten (10) Business Days of the related Co-Lender Agreement following the applicable Serviced Loan Combination Controlling Party having been notified in writing thereof (solely with respect to the Mathilda Research Centre Loan Combination, any such notice given by the Master Servicer or the Special Servicer, as applicable, shall contain a capitalized, bold faced legend at the top of the first page of such notice to the effect that the failure to respond within 10 Business Days shall result in compliance with the related Co-Lender Agreement a deemed approval) and having been provided with all reasonably requested information with respect thereto (it being understood and agreed that if such written objection to the subject action on the part of the applicable Serviced Loan Combination Controlling Party has not been received by the Master Servicer or the Special Servicer, as applicable, within such time ten (10) Business Day period, then the applicable Serviced Loan Combination Controlling Party (or, in the case of the Station Place I Loan Combination, upon the occurrence of a Station Place I Co-Directing Lender Event, the Station Place I Co-Directing Lenders) will be deemed to have approved of the subject action); provided that, if the Special Servicer or the Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective whole), then the Special Servicer or the Master Servicer, as the case may be, may take (or, in the case of the Special Servicer, if and when appropriate hereunder, may consent to the Master Servicer's taking) any such action without waiting for the applicable Serviced Loan Combination Controlling Party's (or, in the case of the Station Place I Loan Combination, upon the occurrence of a Station Place I Co-Directing Lender Event, the Station Place I Co-Directing Lenders') response; provided that, with respect to the Station Place I Loan Combination, upon a Station Place I Co-Directing Lender Event, if within the time frames set forth in the Station Place I Co-Lender Agreement, the Station Place I Co-Directing Lenders do not provide mutual consent or a mutual objection to any action the Special Servicer may implement such actions; and provided, further, that, under circumstances where the Controlling Class Representative is not, and is not part of, the applicable Serviced Loan Combination Controlling Party, nothing herein shall be intended to limit the right of the Controlling Class Representative to consult with the Master Servicer or the Special Servicer, as applicable, regarding any Serviced Loan Combination or related REO Property, and during the time ten (10) Business Day period referred to above (or such shorter period as is contemplated by the immediately preceding proviso), the Master Servicer or the Special Servicer, as applicable, shall consult with the Controlling Class Representative regarding its views as to the proposed action (but may, in its sole discretion, reject any advice, objection or direction from the Controlling Class Representative) and, upon reasonable request, the Master Servicer or the Special Servicer, as applicable, shall provide the Controlling Class Representative with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action. In addition, subject to Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) (or, in the case of the Station Place I Loan Combination, to Section 4.2) of the related Co-Lender Agreement, if and to the extent provided for under the subject Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party (or, in the case of the Station Place I Loan Combination, upon the occurrence of a Station Place I Co-Directing Lender Event, the Station Place I Co-Directing Lenders) may direct the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, to take, or to refrain from taking, such actions with respect to each Serviced Loan Combination or any related REO Property as the applicable Serviced Loan Combination Controlling Party may deem consistent with the related Co-Lender Agreement or as to which provision is otherwise made in the related Co-Lender Agreement. Upon reasonable request, the Special Servicer or the Master Servicer, as appropriate based on their respective duties hereunder, shall, with respect to each Serviced Loan Combination or any related REO Property, provide the applicable Serviced Loan Combination Controlling Party (or, in the case of the Station Place I Loan Combination, upon the occurrence of a Station Place I Co-Directing Lender Event, the Station Place I Co-Directing Lenders) with any information in such servicer's possession with respect to such matters, including its reasons for determining to take a proposed action; provided that such information shall also be provided, in a written format, to the Trustee who shall make it available for review pursuant to Section 8.14(b). Promptly following the Special Servicer or the Master Servicer receiving any direction with respect to a Serviced Loan Combination or any related REO Property from the applicable Serviced Loan Combination Controlling Party (or, in the case of the Station Place I Loan Combination, upon the occurrence of a Station Place I Co-Directing Lender Event, the Station Place I Co-Directing Lenders) as contemplated by this paragraph, and in any event prior to acting on such direction, such servicer shall notify the Trustee, the Controlling Class Representative (if it is not, and is not part of, the applicable Serviced Loan Combination Controlling Party) and each related Serviced Non-Trust Mortgage Loan Noteholder (if neither it nor its designee is, or is part of, the applicable Serviced Loan Combination Controlling Party). Each of the Master Servicer (with respect to Performing Serviced Mortgage Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, shall notify the related Serviced Non-Trust Mortgage Loan Noteholder, the Controlling Class Representative and any other Person that may be the applicable Serviced Loan Combination Controlling Party (or, in the case of the Station Place I Loan Combination, upon the occurrence of a Station Place I Co-Directing Lender Event, the Station Place I Co-Directing Lenders) of any release or substitution of collateral for a Serviced Loan Combination even if such release or substitution is required by the terms of such Serviced Loan Combination.
(b) Notwithstanding anything herein to the contrary, no advice, direction or objection with respect to any Serviced Loan Combination or related REO Property from or by the applicable Serviced Loan Combination Controlling PartyParty (or, in the case of the Station Place I Loan Combination, upon the occurrence of a Station Place I Co-Directing Lender Event, the Station Place I Co-Directing Lenders), as contemplated by Section 6.12(a), may (and the Special Servicer and the Master Servicer shall each ignore and act without regard to any such advice, direction or objection that the Special Servicer or the Master Servicer, as applicable, has determined, in its reasonable, good faith judgment, will) require, cause or permit such servicer to violate any provision of the related Co-Lender Agreement or this Agreement (exclusive of Section 6.12(a)) (including such servicer's obligation to act in accordance with the Servicing Standard), the related loan documents or applicable law or result in an Adverse REMIC Event or an Adverse Grantor Trust Event, subject it to liability or materially expand the scope of its obligations under this Agreement. Furthermore, neither the Special Servicer nor the Master Servicer shall be obligated to seek approval from the applicable Serviced Loan Combination Controlling Party (or, in the case of the Station Place I Loan Combination, upon the occurrence of a Station Place I Co-Directing Lender Event, the Station Place I Co-Directing Lenders) for any actions to be taken by such servicer with respect to the workout or liquidation of any Serviced Loan Combination if: (i) such servicer has, as provided in Section 6.12(a), notified the applicable Serviced Loan Combination Controlling PartyParty (or, in the case of the Station Place I Loan Combination, upon the occurrence of a Station Place I Co-Directing Lender Event, the Station Place I Co-Directing Lenders), in writing of various actions that such servicer proposes to take with respect to the workout or liquidation of such Serviced Loan Combination; and (ii) for 60 days following the first such notice, the applicable Serviced Loan Combination Controlling Party (or, in the case of the Station Place I Loan Combination, upon the occurrence of a Station Place I Co-Directing Lender Event, the Station Place I Co-Directing Lenders) has objected to all of those proposed actions and has failed to suggest any alternative actions that such servicer considers to be consistent with the Servicing Standard. Also notwithstanding the foregoing, in the case of any Serviced Pari Passu Loan Combination, if the holder(s) of the promissory notes evidencing the related Pari Passu Non-Trust Mortgage Loan(s) (or their respective representatives) and the Trust, as holder of the Mortgage Note for the related Pari Passu Trust Mortgage Loan, are together acting as the related Serviced Loan Combination Controlling Party, and if those noteholders or their respective representatives have not, within the requisite time period provided for in the related Co-Lender Agreement, executed a mutual consent with respect to any advice, consent or direction regarding a specified servicing action, the Special Servicer or Master Servicer, as applicable, will implement the servicing action that it deems to be in accordance with the Servicing Standard, and the decision of the Special Servicer or the Master Servicer, as applicable, will be binding on all such parties.
(c) The Serviced Loan Combination Controlling Party (or, in the case of the Station Place I Loan Combination, upon the occurrence of a Station Place I Co-Directing Lender Event, the Station Place I Co-Directing Lenders) for a Serviced Loan Combination will not have any liability to the Trust or the Certificateholders, in the case of a related Serviced Non-Trust Mortgage Loan Noteholder or its designee acting in such capacity, or to the related Serviced Non-Trust Mortgage Loan Noteholder(s), in the case of the Controlling Class Representative acting in such capacity, for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement or the related Co-Lender Agreement, or for errors in judgment; provided, however, that such Serviced Loan Combination Controlling Party or Station Place I Co-Directing Lenders, as applicable, will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties.
. The Class SP Representative will have no liability to the Certificateholders for any action taken, or for refraining from the taking of any action, pursuant to this Agreement (d) Upon the occurrence and continuance of a Serviced Loan Combination Change of Control Event (if applicable) with respect whether pursuant to a Serviced Loan Combination this Section 6.12 or related REO Property, and/or if and for so long as the Trust, as holder of the Serviced Combination Trust Mortgage Loan in such Serviced Loan Combination (or any successor REO Trust Mortgage Loan with respect theretootherwise), is or may for errors in judgment; provided, however, that the Class SP Representative will not be part ofprotected against any liability to any Class SP Certificateholder which would otherwise be imposed by reason of willful misfeasance, as applicablebad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties. Each Certificateholder acknowledges and agrees, the applicable Serviced Loan Combination Directing Lenderby its acceptance of its Certificates, then the Controlling Class Representative that: (i) the Class SP Representative may, and is hereby designated as the representative permitted hereunder to, have special relationships and interests that conflict with those of the Trust for purposes of or in connection with exercising the rights and powers of the applicable Serviced Loan Combination Directing Lender or Serviced Loan Combination Controlling Party, as applicable, under Section 3.02 of the related Co-Lender Agreement and (ii) shall be or may be part of, as applicable, the applicable Serviced Loan Combination Controlling Party hereunder. The Trustee shall take such actions as are necessary or appropriate to make such designation effective in accordance with the related Co-Lender Agreement, including providing notices to the related Serviced Non-Trust Mortgage Loan Noteholder(s). The Master Servicer, or, if it becomes aware of such event with respect to a Loan Combination that consists Holders of one or more Specially Serviced Mortgage LoansClasses of Certificates; (ii) the Class SP Representative may, and is permitted hereunder to, act solely in the Special Servicer, shall provide the parties to this Agreement with notice interests of the occurrence Holders of a Serviced Loan Combination Change the Class SP Certificates; (iii) the Class SP Representative does not have any duties or liability to the Holders of Control Event (if applicable) with respect to any Serviced Loan Combination or related REO Property, promptly upon becoming aware thereof.Class of Certificates other than the Class SP Certificates;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C7)
