Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) In the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced Pooling Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be. (b) If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same. (c) In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization. (d) In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required. The Special Servicer may (with the consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Agreement. (e) With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement. (f) With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Co-Lender Agreement and incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Agreement. (g) On the Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12), (14) and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date. Upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date. Promptly upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.
Appears in 8 contracts
Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2018-Gs9), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C42), Pooling and Servicing Agreement (Bank 2017-Bnk9)
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) In the event that any of the applicable Non-Serviced related Other Trustee, the applicable Non-Serviced related Other Master Servicer Servicer, the related Other Certificate Administrator or the applicable Non-Serviced related Other Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced related Other Pooling and Servicing Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced related Other Trustee, the applicable Non-Serviced related Other Master Servicer Servicer, the related Other Certificate Administrator or the applicable Non-Serviced related Other Special Servicer, as the case may be.
(b) If any of , in each case with reasonable promptness following request therefor by a party to the Trusteerelated Other Pooling and Servicing Agreement. Prior to the WPC Department Store Portfolio Securitization Date, the Certificate Administrator or Custodian shall hold the Mortgage File with respect to the related Whole Loan. On the WPC Department Store Portfolio Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the Mortgage File (other than the Note(s) evidencing the related Mortgage Loan, the original of which shall be retained by the Custodian) for the related Whole Loan to the related Other Trustee and (ii) the Master Servicer receives notice from a Rating Agency that shall, upon written request, if the Master Servicer is no longer an “approved” master servicer by any of not the Rating Agencies rating the Certificates, then the Trustee, the Certificate Administrator or the related Other Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of transfer the same.
(c) In connection Servicing File along with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (any escrows or its designee), each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to reserve funds held for such Whole Loan and to the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.
(d) Master Servicer. In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Other Special Servicer, upon receipt of any notices or materials required to be furnished by the Non-Serviced applicable Other Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required (or for consultation, if consultation is required). The Special Servicer may (with the consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event or after consultation with the Controlling Class Representative prior to the occurrence and continuance of a Consultation Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Agreement.
(e) . With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Control Consultation Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.
(f) With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Co-Lender Agreement and incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Agreement.
(g) On the Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12), (14) and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date. Upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date. Promptly upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2015-Ubs8), Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust)
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) In the event that any of the applicable Non-Serviced related Other Trustee, the applicable Non-Serviced related Other Master Servicer Servicer, the related Other Certificate Administrator or the applicable Non-Serviced related Other Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced related Other Pooling and Servicing Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced related Other Trustee, the applicable Non-Serviced related Other Master Servicer Servicer, the related Other Certificate Administrator or the applicable Non-Serviced related Other Special Servicer, as the case may be.
(b) If any of , in each case with reasonable promptness following request therefor by a party to the Trusteerelated Other Pooling and Servicing Agreement. Prior to the Westfield Wheaton Securitization Date, the Certificate Administrator or Custodian shall hold the Mortgage File with respect to the related Whole Loan. On the Westfield Wheaton Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the Mortgage File (other than the Note(s) evidencing the related Mortgage Loan, the original of which shall be retained by the Custodian) for the related Whole Loan to the related Other Trustee and (ii) the Master Servicer receives notice from a Rating Agency that shall, upon written request, if the Master Servicer is no longer an “approved” master servicer by any of not the Rating Agencies rating the Certificates, then the Trustee, the Certificate Administrator or the related Other Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of transfer the same.
(c) In connection Servicing File along with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (any escrows or its designee), each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to reserve funds held for such Whole Loan and to the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.
(d) Master Servicer. In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Other Special Servicer, upon receipt of any notices or materials required to be furnished by the Non-Serviced applicable Other Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender Agreement, the Special Servicer shall, other than in respect of an Excluded Loan then subject to an Exclusion Period and prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required (or for consultation, if consultation is required). The Special Servicer may (other than in respect of an Excluded Loan then subject to an Exclusion Period and with the consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event or after consultation with the Controlling Class Representative prior to the occurrence and continuance of a Consultation Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Agreement.
(e) . With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, other than in respect of an Excluded Loan then subject to an Exclusion Period and prior to the occurrence and continuance of a Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.
(f) With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Co-Lender Agreement and incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Agreement.
(g) On the Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12), (14) and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date. Upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date. Promptly upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C2 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C1 Commercial Mortgage Trust)
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) In the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced Pooling Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.
(b) If any of the Trustee, the Certificate Administrator or the Master Servicer receives receive notice from a Rating Agency that the Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same.
(c) In connection with the securitization of each Serviced Pari Passu either the SanTan Village Companion Loan or the securitization of the 000 Xxxxx Xxxxxx Companion Loan, (in each caseas applicable, only while it either is a Serviced Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor borrower to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.
(d) Prior to the SanTan Village Companion Loan Securitization Date, the Custodian shall hold the Mortgage File with respect to the SanTan Village Whole Loan. On the SanTan Village Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release, transfer the Mortgage File (other than the promissory note evidencing the SanTan Village Mortgage Loan, the original of which shall be retained by the Custodian) for the SanTan Village Whole Loan to the related Non-Serviced Trustee and (ii) the Master Servicer shall, upon written request, if the Master Servicer is not the related Non-Serviced Master Servicer, transfer the Servicing File for the SanTan Village Whole Loan to the related Non-Serviced Master Servicer.
(e) In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative Directing Certificateholder for its consent, if such consent is required. The Special Servicer may (with the consent of the Controlling Class Representative Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Intercreditor Agreement.
(e) With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.
(f) With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Co-Lender Agreement and incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Agreement.
(g) On the Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12), (14) and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date. Upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date. Promptly upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13)
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) In the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced Pooling Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.
(b) If any of the Trustee, the Certificate Administrator or the Master Servicer receives receive notice from a Rating Agency that the Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same.
(c) In connection with the securitization of each Serviced The Aire Pari Passu Companion Loan, (in each case, only Loan while it is a Serviced Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.
(d) In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative Directing Certificateholder for its consent, if such consent is required. The Special Servicer may (with the consent of the Controlling Class Representative Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Intercreditor Agreement.
(e) With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.
(f) With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Co-Lender Agreement and incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Agreement.
(g) On the Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12), (14) and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date. Upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date. Promptly upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16)
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) In the event that any of the applicable Non-Serviced related Other Trustee, the applicable Non-Serviced related Other Master Servicer Servicer, the related Other Certificate Administrator or the applicable Non-Serviced related Other Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced related Other Pooling and Servicing Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced related Other Trustee, the applicable Non-Serviced related Other Master Servicer Servicer, the related Other Certificate Administrator or the applicable Non-Serviced related Other Special Servicer, as the case may be.
(b) If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same.
(c) In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is case with reasonable promptness following request therefor by a Serviced Companion Loan), upon the request of (and at the expense of) party to the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the Special Servicer Other Pooling and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.
(d) Servicing Agreement. In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Other Special Servicer, upon receipt of any notices or materials required to be furnished by the Non-Serviced applicable Other Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required (or for consultation, if consultation is required). The Special Servicer may (with the consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event or after consultation with the Controlling Class Representative prior to the occurrence and continuance of a Consultation Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Agreement.
(e) . With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.
(f) With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Co-Lender Agreement and incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Agreement.
(g) On the Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12), (14) and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date. Upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date. Promptly upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C2 Commercial Mortgage Trust)
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Intercreditor Agreement and that each Non-Serviced Mortgage Loan is further subject to the servicing under and all other terms and conditions of the related Non-Serviced Mortgage Loan Pooling Agreement.
(b) Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that each of the Master Servicer’s and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect to each Non Serviced Mortgage Loan are limited by and subject to the terms of the related Intercreditor Agreement and the rights of the related master servicer and special servicer with respect thereto under the related Non Serviced Mortgage Loan Pooling Agreement. The Trustee, on behalf of the Certificateholders, hereby assumes the obligations of the holder of a Non-Serviced Mortgage Loan under the related Intercreditor Agreement and agrees to enforce any rights it may have as holder of such Non-Serviced Mortgage Loan under such Intercreditor Agreement or the related Non-Serviced Mortgage Loan Pooling Agreement; provided that any other obligations will be performed by either the Trustee or the applicable Master Servicer or Special Servicer, as such parties may (in good faith and with reasonable efforts) mutually agree; provided, further, that if the Trustee and such Master Servicer or Special Service cannot reach an agreement regarding whether the Trustee or such Master Servicer or Special Servicer shall perform any such other obligation, then the Trustee shall perform such other obligation.
(c) In the event that any of the applicable Non-trustee, master servicer or special servicer with respect to a Non Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer Mortgage Loan shall be replaced in accordance with the terms of the applicable Non-Serviced Mortgage Loan Pooling Agreement, promptly upon notice thereof, the Trustee, the Master Servicer and the Special Servicer shall shall, upon request, acknowledge its such successor trustee, master servicer and/or special servicer, as the case may be, as the successor to the applicable Non-Serviced Trusteerelated trustee, the applicable Non-Serviced Master Servicer master servicer or the applicable Non-Serviced Special Servicerspecial servicer, as the case may be.
(bd) If The Master Servicer and the Special Servicer shall deliver, or cause to be delivered, to the Trustee, in the timeframes and in the manner set forth in this Agreement following receipt from a trustee, master servicer or special servicer with respect to a Non-Serviced Mortgage Loan, any servicing reports concerning the related Non-Serviced Mortgage Loan.
(e) The Controlling Class Representative is authorized to exercise the rights and powers of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer is no longer an “approved” master servicer by any as holder of the Rating Agencies rating the Certificates, then the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same.
(c) In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), Mortgage Note for each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.
(d) In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials required to be furnished by the Non-Serviced Special Servicer Mortgage Loans, under each of the related Intercreditor Agreements and Non-Serviced Mortgage Loan Pooling Agreements with respect to voting on any matter relating to the related Whole Loan requiring a direction or consent pursuant to the related Non-Served Mortgage Loan Pooling Agreement or Intercreditor Agreement. Subject to any section of the applicable Intercreditor Agreement that specifically addresses a particular matter with respect to a Non-Serviced Mortgage Loan, if the Trustee is requested to take any action in its capacity as holder of the Note for such Non-Serviced Mortgage Loan, the Trustee will notify in writing the Controlling Class Representative and, subject to Section 8.01, act in accordance with the instructions of such party to the extent set forth in this Agreement; provided, that the Trustee shall not be required to take any action at the direction of the Controlling Class Representative that is not permitted under applicable law or the terms of the related Non-Serviced Mortgage Loan pursuant to Pooling Agreement or Intercreditor Agreement. Notwithstanding the related Co-Lender Agreementforegoing, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required. The Special Servicer may (only exercise any purchase option with the consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Agreement.
(e) With respect to any a Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its individual capacity as a “Non-Controlling Note Holder” (or similar term identified in and not on behalf of the related Co-Lender Agreement) under the related Co-Lender AgreementTrust.
(f) With respect to the servicing of each Non-Serviced Mortgage 000 Xxxxx Xxxxxx Loan, this Agreement the Controlling Class Representative is entitled to direct the GECMC 2007-C1 Trustee to appoint a sub-servicer solely with the respect to the 000 Xxxxx Xxxxxx Whole Loan upon the occurrence and continuance of an event of default with respect to the GECMC 2007-C1 Master Servicer under the GECMC 2007-C1 Pooling and Servicing Agreement. The appointment of a subs-servicer will be subject to the related Coconditions contained in the GECMC 2007-Lender Agreement C1 Pooling and incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Servicing Agreement.
(g) On the Servicing Shift Securitization Date, (i) the Custodian shallincluding, upon without limitation, receipt of a Request for Release transfer the related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice written confirmation from the Mortgage Loan Seller Rating Agencies that such appointment would not cause the applicable Servicing Shift Lead Note has been downgrade, withdrawal or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12), (14) and (18) qualification of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date. Upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release then current ratings of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date. Promptly upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating AdvisorCertificates.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31), Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31)
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) In the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced Pooling Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.
(b) If any of the Trustee, the Certificate Administrator or the Master Servicer receives receive notice from a Rating Agency that the Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same.
(c) In connection with the securitization of each Serviced Pari Passu the Mxxxxxx Mall Companion Loan, (in each case, only Loan while it is a Serviced Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor borrower to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.
(d) In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative Directing Certificateholder for its consent, if such consent is required. The Special Servicer may (with the consent of the Controlling Class Representative Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Intercreditor Agreement.
(e) With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.
(f) With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Co-Lender Agreement and incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Agreement.
(g) On the Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12), (14) and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date. Upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date. Promptly upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14)
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Co-Lender Agreement and that each Non-Serviced Mortgage Loan is further subject to the servicing under and all other terms and conditions of the related Non-Serviced Mortgage Loan Pooling Agreement.
(b) Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that each Servicer's and the Special Servicer's obligations and responsibilities hereunder and each Servicer's and the Special Servicer's authority with respect to each Non-Serviced Whole Loan are limited by and subject to the terms of the related Non-Serviced Mortgage Loan Co-Lender Agreement and the rights of the related Non-Serviced Mortgage Loan Servicer and the related Non-Serviced Mortgage Loan Special Servicer with respect thereto under the related Non-Serviced Mortgage Loan Pooling Agreement. The Trustee, on behalf of the Certificateholders, hereby assumes the obligations of the holder of a Non-Serviced Mortgage Loan under the related Co-Lender Agreement and agrees to enforce any rights it may have as holder of such Non-Serviced Mortgage Loan under such Co-Lender Agreement or the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement; provided that any other obligations will be performed by either the Trustee or the applicable Servicer, as such parties may (in good faith and with reasonable efforts) mutually agree; provided, further, that if the Trustee and such Servicer cannot reach an agreement regarding whether the Trustee or such Servicer shall perform any such other obligation, then the Trustee shall perform such other obligation.
(c) In the event that any of the applicable Non-Serviced Mortgage Loan Trustee, the applicable Non-Serviced Master Mortgage Loan Servicer or the applicable Non-Serviced Mortgage Loan Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced Mortgage Loan Pooling Agreement, promptly upon notice thereof, the Master applicable Servicer and the Special Servicer shall shall, upon request, acknowledge its successor as the successor to the applicable related Non-Serviced Mortgage Loan Trustee, the applicable Non-Serviced Master Mortgage Loan Servicer or the applicable Non-Serviced Mortgage Loan Special Servicer, as the case may be.
(b) If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same.
(c) In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.
(d) In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required. The Special Servicer may (with the consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Agreement.
(e) With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.
(f) With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Co-Lender Agreement and incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Agreement.
(g) On the Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12), (14) and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date. Upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date. Promptly upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GE Commercial Mortgage Corporation, Series 2007-C1 Trust)
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) In the event that any of the applicable Non-Serviced related Other Trustee, the applicable Non-Serviced related Other Master Servicer Servicer, the related Other Certificate Administrator or the applicable Non-Serviced related Other Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced related Other Pooling and Servicing Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced related Other Trustee, the applicable Non-Serviced related Other Master Servicer Servicer, the related Other Certificate Administrator or the applicable Non-Serviced related Other Special Servicer, as the case may be.
(b) If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same.
(c) In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is case with reasonable promptness following request therefor by a Serviced Companion Loan), upon the request of (and at the expense of) party to the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the Special Servicer Other Pooling and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.
(d) Servicing Agreement. In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Other Special Servicer, upon receipt of any notices or materials required to be furnished by the Non-Serviced applicable Other Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required (or for consultation, if consultation is required). The Special Servicer may (with the consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event or after consultation with the Controlling Class Representative prior to the occurrence and continuance of a Consultation Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Agreement.
(e) . With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Control Consultation Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.
(f) With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Co-Lender Agreement and incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Agreement.
(g) On the Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12), (14) and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date. Upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date. Promptly upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CSAIL 2015-C4 Commercial Mortgage Trust)
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) In the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced Pooling Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.
(b) If any of the Trustee, the Certificate Administrator or the Master Servicer receives receive notice from a Rating Agency that the Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same.
(c) In connection with the securitization of each Serviced Pari Passu the Xxxxxxx Mall Companion Loan, (in each case, only Loan while it is a Serviced Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor borrower to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.
(d) In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative Directing Certificateholder for its consent, if such consent is required. The Special Servicer may (with the consent of the Controlling Class Representative Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Intercreditor Agreement.
(e) With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.
(f) With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Co-Lender Agreement and incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Agreement.
(g) On the Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12), (14) and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date. Upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date. Promptly upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14)
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Intercreditor Agreement and that each Non-Serviced Mortgage Loan is further subject to the servicing under and all other terms and conditions of the related Non-Serviced Mortgage Loan Pooling Agreement.
(b) Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that each of the Master Servicer's and the Special Servicer's obligations and responsibilities hereunder and the Master Servicer's and the Special Servicer's authority with respect to each Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Intercreditor Agreement and the rights of the related master servicer and special servicer with respect thereto under the related Non-Serviced Mortgage Loan Pooling Agreement.
(c) The Trustee, on behalf of the Certificateholders, hereby assumes the obligations of the holder of a Non-Serviced Mortgage Loan under the related Intercreditor Agreement and agrees to enforce any rights it may have as holder of such Non-Serviced Mortgage Loan under such Intercreditor Agreement or the related Non-Serviced Mortgage Loan Pooling Agreement; provided that any other obligations will be performed by either the Trustee or the applicable Master Servicer or Special Servicer, as such parties may (in good faith and with reasonable efforts) mutually agree; provided, further, that if the Trustee and such Master Servicer or Special Service cannot reach an agreement regarding whether the Trustee or such Master Servicer or Special Servicer shall perform any such other obligation, then the Trustee shall perform such other obligation.
(d) In the event that any of the applicable trustee, master servicer or special servicer with respect to a Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer Mortgage Loan shall be replaced in accordance with the terms of the applicable Non-Serviced Mortgage Loan Pooling Agreement, promptly upon notice thereof, the Trustee, the Master Servicer and the Special Servicer shall shall, upon request, acknowledge its such successor trustee, master servicer and/or special servicer, as the case may be, as the successor to the applicable Non-Serviced Trusteerelated trustee, the applicable Non-Serviced Master Servicer master servicer or the applicable Non-Serviced Special Servicerspecial servicer, as the case may be.
(be) If The Master Servicer and the Special Servicer shall deliver, or cause to be delivered, to the Trustee, in the timeframes and in the manner set forth in this Agreement following receipt from a trustee, master servicer or special servicer with respect to a Non-Serviced Mortgage Loan, any servicing reports concerning the related Non-Serviced Mortgage Loan.
(f) The Controlling Class Representative is authorized to exercise the rights and powers of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer is no longer an “approved” master servicer by any as holder of the Rating Agencies rating the Certificates, then the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same.
(c) In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), Mortgage Note for each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.
(d) In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials required to be furnished by the Non-Serviced Special Servicer Mortgage Loans, under each of the related Intercreditor Agreements and Non-Serviced Mortgage Loan Pooling Agreements with respect to voting on any matter relating to the related Whole Loan requiring a direction or consent pursuant to the related Non-Served Mortgage Loan Pooling Agreement or Intercreditor Agreement. Subject to any section of the applicable Intercreditor Agreement that specifically addresses a particular matter with respect to a Non-Serviced Mortgage Loan, if the Trustee is requested to take any action in its capacity as holder of the Note for such Non-Serviced Mortgage Loan, the Trustee will notify in writing the Controlling Class Representative and, subject to Section 8.01, act in accordance with the instructions of such party to the extent set forth in this Agreement; provided, that the Trustee shall not be required to take any action at the direction of the Controlling Class Representative that is not permitted under applicable law or the terms of the related Non-Serviced Mortgage Loan pursuant Pooling Agreement or Intercreditor Agreement. Notwithstanding the foregoing, the Controlling Class Representative may only exercise any purchase option with respect to a Non-Serviced Mortgage Loan in its individual capacity and not on behalf of the Trust.
(g) With respect to the related Co-Lender Agreement666 Fifth Avenue Loan, the Special Servicer shall, prior Controlling Class Representative is entitlxx xx xxxxxx xxx GECMC 2007-C1 Trustee to appoint a sub-servicer solely with the respect to the 666 Fifth Avenue Whole Loan upon the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required. The Special Servicer may (an xxxxx xx xxxxxxt with the consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Agreement.
(e) With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.
(f) With respect to the servicing GECMC 2007-C1 Master Servicer under the GECMC 2007-C1 Pooling and Servicing Agreement. The appointment of each Nona sub-Serviced Mortgage Loan, this Agreement is servicer will be subject to the related Coconditions contained in the GECMC 2007-Lender Agreement C1 Pooling and incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Servicing Agreement.
(g) On the Servicing Shift Securitization Date, (i) the Custodian shallincluding, upon without limitation, receipt of a Request for Release transfer the related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice written confirmation from the Mortgage Loan Seller Rating Agencies that such appointment would not cause the applicable Servicing Shift Lead Note has been downgrade, withdrawal or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12), (14) and (18) qualification of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date. Upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release then current ratings of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date. Promptly upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating AdvisorCertificates.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C33)
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) In the event that any of the applicable Non-Serviced related Other Trustee, the applicable Non-Serviced related Other Master Servicer Servicer, the related Other Certificate Administrator or the applicable Non-Serviced related Other Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced related Other Pooling and Servicing Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced related Other Trustee, the applicable Non-Serviced related Other Master Servicer Servicer, the related Other Certificate Administrator or the applicable Non-Serviced related Other Special Servicer, as the case may be.
(b) If any of , in each case with reasonable promptness following request therefor by a party to the Trusteerelated Other Pooling and Servicing Agreement. Prior to the Westfield Wheaton Securitization Date, the Certificate Administrator or Custodian shall hold the Mortgage File with respect to the related Whole Loan. On the Westfield Wheaton Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the Mortgage File (other than the Note(s) evidencing the related Mortgage Loan, the original of which shall be retained by the Custodian) for the related Whole Loan to the related Other Trustee and (ii) the Master Servicer receives notice from a Rating Agency that shall, upon written request, if the Master Servicer is no longer an “approved” master servicer by any of not the Rating Agencies rating the Certificates, then the Trustee, the Certificate Administrator or the related Other Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of transfer the same.
(c) In connection Servicing File along with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (any escrows or its designee), each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to reserve funds held for such Whole Loan and to the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.
(d) Master Servicer. In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Other Special Servicer, upon receipt of any notices or materials required to be furnished by the Non-Serviced applicable Other Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant to the related Co-Lender Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required (or for consultation, if consultation is required). The Special Servicer may (with the consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event or after consultation with the Controlling Class Representative prior to the occurrence and continuance of a Consultation Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Agreement.
(e) . With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.
(f) With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Co-Lender Agreement and incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Agreement.
(g) On the Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12), (14) and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date. Upon receipt of notice from the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date. Promptly upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CSAIL 2015-C1 Commercial Mortgage Trust)
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) In the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced Pooling and Servicing Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.
(b) If Following the IDS Center Pari Passu Companion Loan Securitization Date or the Southridge Mall Pari Passu Companion Loan Securitization Date, as applicable, if any of the Trustee, the Certificate Administrator or the Master Servicer receives receive notice from a Rating Agency that the Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same.
(c) In connection with the securitization of each Serviced either the IDS Center Pari Passu Companion Loan or the securitization of the Southridge Mall Pari Passu Companion Loan, (in each caseas applicable, only while it either is a Serviced Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor borrower to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.
(d) In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials required to be furnished by the Non-Serviced Special Servicer Prior to the holder of the related Non-Serviced Mortgage IDS Center Pari Passu Companion Loan pursuant to the related Co-Lender AgreementSecuritization Date, the Special Servicer shall, prior to Custodian shall hold the occurrence and continuance of a Control Termination Event, forward such materials to the Controlling Class Representative for its consent, if such consent is required. The Special Servicer may (Mortgage File with the consent of the Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Co-Lender Agreement.
(e) With respect to any Non-Serviced Mortgage Loan, the Controlling Class Representative, prior to the occurrence and continuance of a Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement.
(f) With respect to the servicing of each Non-Serviced Mortgage IDS Center Whole Loan, this Agreement is subject to the related Co-Lender Agreement and incorporates by reference all provisions required to be included herein pursuant to such Co-Lender Agreement.
(g) . On the Servicing Shift IDS Center Pari Passu Companion Loan Securitization Date, Date (i) the Custodian shall, upon receipt of a Request for Release Release, transfer the related Mortgage File (other than the note(s) designating promissory note evidencing the related Servicing Shift IDS Center Mortgage Loan), the original of which shall be retained by the Custodian) for the related Servicing Shift IDS Center Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from written request, if the Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or Master Servicer is being securitized on not the related Servicing Shift Securitization DateNon-Serviced Master Servicer, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift IDS Center Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (9), (12), (14) and (18) of the definition of Mortgage File for the related Servicing Shift Whole Loan, Loan to the related Non-Serviced Master Servicer on Servicer.
(e) Prior to the related Servicing Shift Securitization Date. Upon receipt of notice from the Mortgage Southridge Mall Pari Passu Companion Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer Custodian shall provide hold the Mortgage File with respect to the Southridge Mall Whole Loan. On the Southridge Mall Pari Passu Companion Loan Securitization Date (i) the Custodian with shall, upon receipt of a Request for Release of Release, transfer the Mortgage File on (other than the promissory note evidencing the Southridge Mall Mortgage Loan, the original of which shall be retained by the Custodian) for the Southridge Mall Whole Loan to the related Servicing Shift Securitization Date Non-Serviced Trustee and (ii) the Master Servicer shall, upon written request, if the Master Servicer is not the related Non-Serviced Master Servicer, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the Southridge Mall Whole Loan to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date. Promptly upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12)