Certain Matters with Sample Clauses
Certain Matters with. Respect to the 622 Third Avenue Loan and the Washington Center Loan
(a) ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ce of doubt, the parties acknowledge that the rights and duties of each of the Master Servicer and the Special Servicer under this Agreement, insofar as such rights, duties and obligations relate to the 622 Third Avenue Loan and the Washington Center Loan (including the 6▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ B Loan and the Washington Center Junior Loans), shal▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇he earliest to occur of the following with respect to the 622 Third Avenue Loan and the Washington Center Loan: (i) any repurch▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇tution for the A Note by the Mortgage Loan Seller of the 622 Third Avenue Loan or the Washington Center Loan, (ii) any purchas▇ ▇▇ ▇▇▇ ▇ ▇▇▇▇ by any Washington Center Junior Holder or by the holder of the 622 Third Avenue B Loan, as applicable, pursuant to the terms of the ▇▇▇▇▇▇▇ ▇/▇ ▇▇▇▇▇▇reditor Agreement and (iii) any payment in full of any and all amounts due (or deemed due) under the related A Note (or its successor REO Mortgage Loan) (including amounts to which the holder of the related A Note is entitled under the related A/B Intercreditor Agreement); provided, however, that this statement shall not limit (A) the duty of the Master Servicer or Special Servicer to deliver or make available the reports otherwise required of it hereunder with respect to the period in which such event occurs or (B) the rights of the Master Servicer or such Special Servicer that may otherwise accrue or arise in connection with the performance of its duties hereunder with respect to the 622 Third Avenue Loan and the Washington Center Loan prior to the dat▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ event occurs.
(b) In connection with any purchase described in clause (ii) of subsection (a) or an event described in clause (iii) of subsection (a), the Trustee, the Master Servicer and the Special Servicer (to the extent it possesses any such items) shall each tender to (in the case of a purchase under such clause (ii)) the related purchaser (provided that the related purchaser shall have paid the full amount of the applicable purchase price) or (in the case of such clause (iii)) to the holders of the 622 Third Avenue B Loan and the Washington Center Junior Loans (if th▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ng), upon delivery to them of a receipt executed by such purchaser or holder, all portions of the Mortgage File possessed by the Trustee and other documents pertaining to the Washington Center Loan, possessed by the Trustee, and each document t...
Certain Matters with. Respect to Mortgage Loans Permitting Defeasance, Franchise Mortgage Loans and Certain Mortgage Loans Permitting Additional Debt.
(a) With respect to each Mortgage Loan as to which the Master Servicer shall have the discretion pursuant to the terms thereof to require the related Mortgagor to post defeasance collateral consisting of U.S. government securities, within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(i), in an amount sufficient to make all scheduled payments under the Mortgage Note when due in lieu of making a permitted prepayment, the Master Servicer shall so require defeasance, provided such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8). The Master Servicer shall accept as defeasance collateral any "government security," within the meaning of Treasury Regulations Section 1.860G-(2)(a)(8)(i), notwithstanding any more restrictive requirements in the Mortgage.
(b) The Master Servicer shall require, as a condition to the exercise by the Mortgagor of any defeasance rights, that the Mortgagor pay any costs and expenses associated with such exercise.
(c) To the extent that the terms of a Mortgage permit defeasance, the Master Servicer shall require the related Mortgagor to deliver a certification from the Mortgagor's independent certified public accountants as to the sufficiency of the related U.S. government securities, and provide a copy of such certification to each Rating Agency and the Directing Certificateholder.
(d) To the extent that the terms of a Mortgage permit defeasance, the Master Servicer shall not approve the form and substance of any required legal documents in connection with such defeasance unless (i) to the extent that the outstanding principal balance of a Mortgage Loan is $20,000,000 or more, or constitutes 5% or more of the then current principal balance of the Mortgage Pool or such Mortgage Loan comprises at the time one of the ten (10) largest Mortgage Loans (by outstanding principal balance) in the Mortgage Pool, S&P and Fitch each shall have confirmed to it in writing that such defeasance will not result in the withdrawal, downgrade or qualification (if applicable) of the rating of any Class of Certificates, (ii) it shall have obtained an Opinion of Counsel that the defeasance complies with applicable REMIC Provisions; and, (iii) it shall have obtained an accountant's certification that the defeasance collateral is sufficient to make payments under the related Mortgage Loan for the remaind...