Certain Matters with Respect to Loan Pairs, A/B Whole Loans and Non-Serviced Loan Combinations. (a) The parties hereto acknowledge that, pursuant to the related Intercreditor Agreement, if a Serviced Pari Passu Mortgage Loan or A Note, as applicable, is no longer part of the Trust or is no longer serviced pursuant to the terms of this Agreement, the holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall negotiate one or more new servicing agreements with the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer, provided that, prior to entering into any such new servicing agreement, the new holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall provide to the holder of the related Serviced Companion Loan and/or B Note copies of written communications provided to each NRSRO then rating any securitization relating to such Serviced Companion Loan and/or B Note notifying such NRSROs of such new servicing agreement; provided, that prior to such time the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer shall continue to service the related Loan Pair and/or A/B Whole Loan to the extent provided in the related Intercreditor Agreement. The parties hereto further acknowledge that if a Serviced Pari Passu Mortgage Loan or A Note, as applicable, is no longer part of the Trust or, except as contemplated by clause (h) below, is no longer serviced pursuant to the terms of this Agreement, the Master Servicer shall have no further obligation to make P&I Advances with respect to such Serviced Pari Passu Mortgage Loan or A Note, as applicable. (b) For the avoidance of doubt and subject to subsection (a) above, the parties acknowledge that the rights and duties of each of the Master Servicer and the Special Servicer under Article VIII and Article IX and the obligation of the Master Servicer to make Advances, insofar as such rights, duties and obligations relate to any A/B Whole Loan (including both the related A Note and the related B Note) or Loan Pair, shall terminate upon the earliest to occur of the following with respect to such A/B Whole Loan or Loan Pair, as the case may be: (i) any repurchase of or substitution for the related A Note or Serviced Pari Passu Mortgage Loan by the applicable Seller pursuant to Section 2.3; (ii) any purchase of the related A Note or Serviced Pari Passu Loan by the owner of the related B Note or Serviced Companion Loan pursuant to the terms of the related Intercreditor Agreement; and (iii) any payment in full of any and all amounts due (or deemed due) under the related A Note or Serviced Pari Passu Mortgage Loan (or its successor REO Mortgage Loan) including amounts to which the holder of such A Note or Serviced Pari Passu Mortgage Loan is entitled under the related Intercreditor Agreement; provided, that this statement shall not limit (A) the duty of the Master Servicer or the Special Servicer to deliver or make available the reports otherwise required of it hereunder with respect to the Collection Period in which such event occurs or (B) the rights of the Master Servicer or the Special Servicer that may otherwise accrue or arise in connection with the performance of its duties hereunder with respect to such A/B Whole Loan or Loan Pair prior to the date on which such event occurs. (c) In connection with any purchase described in clause (ii) of Section 1.6(b) or an event described in clause (iii) of Section 1.6(b), the Custodian, the Master Servicer and the Special Servicer 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 holder of the related Serviced Companion Loan or B Note (if then still outstanding), after delivery to them of a receipt executed by such purchaser or holder, all portions of the Mortgage File and other documents pertaining to such Loan Pair or A/B Whole Loan, as applicable, possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to such purchaser or holder (or the designee of such purchaser or holder) in the same manner, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which documents were previously assigned to the Trustee by the related Seller, but in any event, without recourse, representation or warranty; provided that such tender by such party shall be conditioned upon its receipt from the Master Servicer of a Request for Release. The Master Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder any deposits then held in an Escrow Account relating to the applicable A/B Whole Loan or Loan Pair. If a Serviced Pari Passu Mortgage Loan and the related Serviced Companion Loan or an A Note and the related B Note under the applicable Mortgage Loan are then REO Loans, then the Special Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder, in each case, to the extent not needed to pay or reimburse the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee in accordance with this Agreement, deposits then held in the REO Account insofar as they relate to the related REO Property. (d) If an expense under this Agreement relates, in the reasonable judgment of the Master Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator, as applicable, primarily to the administration of the Trust or any REMIC or grantor trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or provisions relating to the grantor trust or the actual payment of any REMIC tax or expense or grantor trust tax or expense with respect to any REMIC or grantor trust formed hereunder, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against the holder of any Serviced Companion Loan or B Note and such holder shall not suffer any adverse consequences as a result of the payment of such expense. (e) With respect to the Southdale Center Loan Pair, the parties hereto acknowledge and agree that the Southdale Center Mortgage Loan is pari passu in right of payment with the Southdale Center Serviced Companion Loan to the extent set forth in the Southdale Center Intercreditor Agreement. At no time shall any holder of the Southdale Center Serviced Companion Loan be the Loan-Specific Directing Holder for the Southdale Center Loan Pair; provided, that, the holder of the Southdale Center Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holders to the extent the holder of the Southdale Center Serviced Companion Loan requests consultation in accordance with the terms of the Southdale Center Intercreditor Agreement) as and to the extent set forth in the Southdale Center Intercreditor Agreement. (f) With respect to the Bxxxxxx Center Loan Pair, the parties hereto acknowledge and agree that the Bxxxxxx Center Mortgage Loan is pari passu in right of payment with the Bxxxxxx Center Serviced Companion Loan to the extent set forth in the Bxxxxxx Center Intercreditor Agreement. At no time shall any holder of the Bxxxxxx Center Serviced Companion Loan be the Loan-Specific Directing Holder for the Bxxxxxx Center Loan Pair; provided, that, the holder of the Bxxxxxx Center Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holders to the extent the holder of the Bxxxxxx Center Serviced Companion Loan requests consultation in accordance with the terms of the Bxxxxxx Center Intercreditor Agreement) as and to the extent set forth in the Bxxxxxx Center Intercreditor Agreement. (g) With respect to the Milford Plaza Fee Non-Serviced Loan Combination, the parties hereto acknowledge and agree that the Milford Plaza Fee Non-Serviced Mortgage Loan is pari passu in right of payment with the Milford Plaza Fee Non-Serviced Companion Loan to the extent set forth in the Milford Plaza Fee Intercreditor Agreement. The Milford Plaza Fee Directing Holder shall at all times have consent rights and the right to direct the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer with respect to the administration of the Milford Plaza Fee Non-Serviced Loan Combination as and to the extent set forth in the related Intercreditor Agreement; provided, that, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the related Intercreditor Agreement) as and to the extent set forth in the related Intercreditor Agreement. (h) The parties hereto acknowledge and agree that The Mall at Txxxxx Crossing Mortgage Loan is pari passu in right of payment with The Mall at Txxxxx Crossing Companion Loan to the extent set forth in The Mall at Txxxxx Crossing Intercreditor Agreement. The Mall at Txxxxx Crossing Directing Holder shall at all times have consent rights and the right to direct the Master Servicer and Special Servicer (or, on and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer) with respect to the administration of The Mall at Txxxxx Crossing Loan Pair as and to the extent set forth in the related Intercreditor Agreement; provided, that, on and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the related Intercreditor Agreement) as and to the extent set forth in the related Intercreditor Agreement. In connection with the securitization of The Mall at Txxxxx Crossing Companion Loan while it is a Serviced Companion Loan, upon the request of (and at the expense of) the related Serviced Companion Loan holder, each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Loan holder in attempting to cause the related Mortgagor to provide information relating to The Mall at Txxxxx Crossing Loan Pair 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. On and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, The Mall at Txxxxx Crossing Mortgage Loan and The Mall at Txxxxx Crossing Companion Loan, collectively, shall be a “Non-Serviced Loan Combination,” The Mall at Txxxxx Crossing Companion Loan shall be a “Non-Serviced Companion Loan,” and The Mall at Txxxxx Crossing Mortgage Loan shall be a “Non-Serviced Mortgage Loan.” On The Mall at Txxxxx Crossing Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release, transfer the Mortage File (other than the promissory note evidencing The Mall at Txxxxx Crossing Mortgage Loan, the original of which shall be retained by the Custodian) for The Mall at Txxxxx Crossing Loan Pair to the Other Trustee and retain a copy of each such transferred document and (ii) upon receipt of written request, the Master Servicer shall transfer the Servicer Mortgage File for, and otherwise take all actions reasonably necessary for the transfer of the servicing of, The Mall at Txxxxx Crossing Loan Pair to the Other Master Servicer.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)
Certain Matters with Respect to Loan Pairs, A/B Whole Loans and Non-Serviced Loan Combinations. (a) The parties hereto acknowledge that, pursuant to the related Intercreditor Agreement, if a Serviced Pari Passu Mortgage Loan or A Note, as applicable, is no longer part of the Trust or is no longer serviced pursuant to the terms of this Agreement, the holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall negotiate one or more new servicing agreements with the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer, provided that, prior to entering into any such new servicing agreement, the new holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall provide to the holder of the related Serviced Companion Loan and/or B Note copies of written communications provided to each NRSRO then rating any securitization relating to such Serviced Companion Loan and/or B Note notifying such NRSROs of such new servicing agreement; provided, that prior to such time the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer shall continue to service the related Loan Pair and/or A/B Whole Loan to the extent provided in the related Intercreditor Agreement. The parties hereto further acknowledge that if a Serviced Pari Passu Mortgage Loan or A Note, as applicable, is no longer part of the Trust or, except as contemplated by clause (h) below, or is no longer serviced pursuant to the terms of this Agreement, the Master Servicer shall have no further obligation to make P&I Advances with respect to such Serviced Pari Passu Mortgage Loan or A Note, as applicable.
(b) For the avoidance of doubt and subject to subsection (a) above, the parties acknowledge that the rights and duties of each of the Master Servicer and the Special Servicer under Article VIII and Article IX and the obligation of the Master Servicer to make Advances, insofar as such rights, duties and obligations relate to any A/B Whole Loan (including both the related A Note and the related B Note) or Loan Pair, shall terminate upon the earliest to occur of the following with respect to such A/B Whole Loan or Loan Pair, as the case may be: (i) any repurchase of or substitution for the related A Note or Serviced Pari Passu Mortgage Loan by the applicable Seller pursuant to Section 2.3; (ii) any purchase of the related A Note or Serviced Pari Passu Loan by the owner of the related B Note or Serviced Companion Loan pursuant to the terms of the related Intercreditor Agreement; and (iii) any payment in full of any and all amounts due (or deemed due) under the related A Note or Serviced Pari Passu Mortgage Loan (or its successor REO Mortgage Loan) including amounts to which the holder of such A Note or Serviced Pari Passu Mortgage Loan is entitled under the related Intercreditor Agreement; provided, that this statement shall not limit (A) the duty of the Master Servicer or the Special Servicer to deliver or make available the reports otherwise required of it hereunder with respect to the Collection Period in which such event occurs or (B) the rights of the Master Servicer or the Special Servicer that may otherwise accrue or arise in connection with the performance of its duties hereunder with respect to such A/B Whole Loan or Loan Pair prior to the date on which such event occurs.
(c) In connection with any purchase described in clause (ii) of Section 1.6(b) or an event described in clause (iii) of Section 1.6(b), the Custodian, the Master Servicer and the Special Servicer 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 holder of the related Serviced Companion Loan or B Note (if then still outstanding), after delivery to them of a receipt executed by such purchaser or holder, all portions of the Mortgage File and other documents pertaining to such Loan Pair or A/B Whole Loan, as applicable, possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to such purchaser or holder (or the designee of such purchaser or holder) in the same manner, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which documents were previously assigned to the Trustee by the related Seller, but in any event, without recourse, representation or warranty; provided that such tender by such party shall be conditioned upon its receipt from the Master Servicer of a Request for Release. The Master Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder any deposits then held in an Escrow Account relating to the applicable A/B Whole Loan or Loan Pair. If a Serviced Pari Passu Mortgage Loan and the related Serviced Companion Loan or an A Note and the related B Note under the applicable Mortgage Loan are then REO Loans, then the Special Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder, in each case, to the extent not needed to pay or reimburse the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee in accordance with this Agreement, deposits then held in the REO Account insofar as they relate to the related REO Property.
(d) If an expense under this Agreement relates, in the reasonable judgment of the Master Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator, as applicable, primarily to the administration of the Trust or any REMIC or grantor trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or provisions relating to the grantor trust or the actual payment of any REMIC tax or expense or grantor trust tax or expense with respect to any REMIC or grantor trust formed hereunder, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against the holder of any Serviced Companion Loan or B Note and such holder shall not suffer any adverse consequences as a result of the payment of such expense.
(e) With respect to the Southdale 15 MetroTech Center Loan Pair, the parties hereto acknowledge and agree that the Southdale 15 MetroTech Center Mortgage Loan is pari passu in right of payment with the Southdale 15 MetroTech Center Serviced Companion Loan to the extent set forth in the Southdale 15 MetroTech Center Intercreditor Agreement. At no time shall any holder of the Southdale 15 MetroTech Center Serviced Companion Loan be the Loan-Specific Directing Holder for the Southdale 15 MetroTech Center Loan Pair; provided, that, the holder of the Southdale 15 MetroTech Center Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holders to the extent the holder of the Southdale 15 MetroTech Center Serviced Companion Loan requests consultation in accordance with the terms of the Southdale 15 MetroTech Center Intercreditor Agreement) as and to the extent set forth in the Southdale 15 MetroTech Center Intercreditor Agreement.
(f) With respect to the Bxxxxxx Center Marriott Chicago River North Hotel Loan Pair, the parties hereto acknowledge and agree that the Bxxxxxx Center Marriott Chicago River North Hotel Mortgage Loan is pari passu in right of payment with the Bxxxxxx Center Marriott Chicago River North Hotel Serviced Companion Loan to the extent set forth in the Bxxxxxx Center Marriott Chicago River North Hotel Intercreditor Agreement. At no time shall any holder of the Bxxxxxx Center Marriott Chicago River North Hotel Serviced Companion Loan be the Loan-Specific Directing Holder for the Bxxxxxx Center Marriott Chicago River North Hotel Loan Pair; provided, that, the holder of the Bxxxxxx Center Marriott Chicago River North Hotel Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holders to the extent the holder of the Bxxxxxx Center Marriott Chicago River North Hotel Serviced Companion Loan requests consultation in accordance with the terms of the Bxxxxxx Center Marriott Chicago River North Hotel Intercreditor Agreement) as and to the extent set forth in the Bxxxxxx Center Marriott Chicago River North Hotel Intercreditor Agreement.
(g) With respect to the Milford Plaza Fee Westfield Countryside Non-Serviced Loan Combination, the parties hereto acknowledge and agree that the Milford Plaza Fee Westfield Countryside Non-Serviced Mortgage Loan is pari passu in right of payment with the Milford Plaza Fee Westfield Countryside Non-Serviced Companion Loan to the extent set forth in the Milford Plaza Fee Westfield Countryside Intercreditor Agreement. The Milford Plaza Fee Westfield Countryside Directing Holder shall at all times have consent rights and the right to direct the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer with respect to the administration of the Milford Plaza Fee Westfield Countryside Non-Serviced Loan Combination as and to the extent set forth in the related Intercreditor Agreement; provided, that, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the related Intercreditor Agreement) as and to the extent set forth in the related Intercreditor Agreement.
(h) The With respect to the Bxxxxxx Center Non-Serviced Loan Combination, the parties hereto acknowledge and agree that The Mall at Txxxxx Crossing the Bxxxxxx Center Non-Serviced Mortgage Loan is pari passu in right of payment with The Mall at Txxxxx Crossing the Bxxxxxx Center Non-Serviced Companion Loan to the extent set forth in The Mall at Txxxxx Crossing the Bxxxxxx Center Intercreditor Agreement. The Mall at Txxxxx Crossing Bxxxxxx Center Directing Holder shall at all times have consent rights and the right to direct the Master Servicer and Special Servicer (or, on and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer) Servicer with respect to the administration of The Mall at Txxxxx Crossing the Bxxxxxx Center Non-Serviced Loan Pair Combination as and to the extent set forth in the related Intercreditor Agreement; provided, that, on and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the related Intercreditor Agreement) as and to the extent set forth in the related Intercreditor Agreement. In connection with the securitization of The Mall at Txxxxx Crossing Companion Loan while it is a Serviced Companion Loan, upon the request of (and at the expense of) the related Serviced Companion Loan holder, each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Loan holder in attempting to cause the related Mortgagor to provide information relating to The Mall at Txxxxx Crossing Loan Pair 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. On and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, The Mall at Txxxxx Crossing Mortgage Loan and The Mall at Txxxxx Crossing Companion Loan, collectively, shall be a “Non-Serviced Loan Combination,” The Mall at Txxxxx Crossing Companion Loan shall be a “Non-Serviced Companion Loan,” and The Mall at Txxxxx Crossing Mortgage Loan shall be a “Non-Serviced Mortgage Loan.” On The Mall at Txxxxx Crossing Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release, transfer the Mortage File (other than the promissory note evidencing The Mall at Txxxxx Crossing Mortgage Loan, the original of which shall be retained by the Custodian) for The Mall at Txxxxx Crossing Loan Pair to the Other Trustee and retain a copy of each such transferred document and (ii) upon receipt of written request, the Master Servicer shall transfer the Servicer Mortgage File for, and otherwise take all actions reasonably necessary for the transfer of the servicing of, The Mall at Txxxxx Crossing Loan Pair to the Other Master Servicer.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (COMM 2013-Lc13 Mortgage Trust)
Certain Matters with Respect to Loan Pairs, A/B Whole Loans and Non-Serviced Loan Combinations. (a) The parties hereto acknowledge that, pursuant to the related Intercreditor Agreement, if a Serviced Pari Passu Mortgage Loan or A Note, as applicable, is no longer part of the Trust or is no longer serviced pursuant to the terms of this Agreement, the holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall negotiate one or more new servicing agreements with the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer, provided that, prior to entering into any such new servicing agreement, the new holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall provide to the holder of the related Serviced Companion Loan and/or B Note copies of written communications provided to each NRSRO then rating any securitization relating to such Serviced Companion Loan and/or B Note notifying such NRSROs of such new servicing agreement; provided, that prior to such time the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer shall continue to service the related Loan Pair and/or A/B Whole Loan to the extent provided in the related Intercreditor Agreement. The parties hereto further acknowledge that if a Serviced Pari Passu Mortgage Loan or A Note, as applicable, is no longer part of the Trust or, except as contemplated by clause (h) below, or is no longer serviced pursuant to the terms of this Agreement, the Master Servicer shall have no further obligation to make P&I Advances with respect to such Serviced Pari Passu Mortgage Loan or A Note, as applicable.
(b) For the avoidance of doubt and subject to subsection (a) above, the parties acknowledge that the rights and duties of each of the Master Servicer and the Special Servicer under Article VIII and Article IX and the obligation of the Master Servicer to make Advances, insofar as such rights, duties and obligations relate to any A/B Whole Loan (including both the related A Note and the related B Note) or Loan Pair, shall terminate upon the earliest to occur of the following with respect to such A/B Whole Loan or Loan Pair, as the case may be: (i) any repurchase of or substitution for the related A Note or Serviced Pari Passu Mortgage Loan by the applicable Seller pursuant to Section 2.3; (ii) any purchase of the related A Note or Serviced Pari Passu Loan by the owner of the related B Note or Serviced Companion Loan pursuant to the terms of the related Intercreditor Agreement; and (iii) any payment in full of any and all amounts due (or deemed due) under the related A Note or Serviced Pari Passu Mortgage Loan (or its successor REO Mortgage Loan) including amounts to which the holder of such A Note or Serviced Pari Passu Mortgage Loan is entitled under the related Intercreditor Agreement; provided, that this statement shall not limit (A) the duty of the Master Servicer or the Special Servicer to deliver or make available the reports otherwise required of it hereunder with respect to the Collection Period in which such event occurs or (B) the rights of the Master Servicer or the Special Servicer that may otherwise accrue or arise in connection with the performance of its duties hereunder with respect to such A/B Whole Loan or Loan Pair prior to the date on which such event occurs.
(c) In connection with any purchase described in clause (ii) of Section 1.6(b) or an event described in clause (iii) of Section 1.6(b), the Custodian, the Master Servicer and the Special Servicer 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 holder of the related Serviced Companion Loan or B Note (if then still outstanding), after delivery to them of a receipt executed by such purchaser or holder, all portions of the Mortgage File and other documents pertaining to such Loan Pair or A/B Whole Loan, as applicable, possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to such purchaser or holder (or the designee of such purchaser or holder) in the same manner, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which documents were previously assigned to the Trustee by the related Seller, but in any event, without recourse, representation or warranty; provided that such tender by such party shall be conditioned upon its receipt from the Master Servicer of a Request for Release. The Master Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder any deposits then held in an Escrow Account relating to the applicable A/B Whole Loan or Loan Pair. If a Serviced Pari Passu Mortgage Loan and the related Serviced Companion Loan or an A Note and the related B Note under the applicable Mortgage Loan are then REO Loans, then the Special Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder, in each case, to the extent not needed to pay or reimburse the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee in accordance with this Agreement, deposits then held in the REO Account insofar as they relate to the related REO Property.
(d) If an expense under this Agreement relates, in the reasonable judgment of the Master Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator, as applicable, primarily to the administration of the Trust or any REMIC or grantor trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or provisions relating to the grantor trust or the actual payment of any REMIC tax or expense or grantor trust tax or expense with respect to any REMIC or grantor trust formed hereunder, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against the holder of any Serviced Companion Loan or B Note and such holder shall not suffer any adverse consequences as a result of the payment of such expense.
(e) With respect to the Southdale Center Loan Pair, the parties hereto acknowledge and agree that the Southdale Center Mortgage Loan is pari passu in right of payment with the Southdale Center Serviced Companion Loan to the extent set forth in the Southdale Center Intercreditor Agreement. At no time shall any holder of the Southdale Center Serviced Companion Loan be the Loan-Specific Directing Holder for the Southdale Center Loan Pair; provided, that, the holder of the Southdale Center Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holders to the extent the holder of the Southdale Center Serviced Companion Loan requests consultation in accordance with the terms of the Southdale Center Intercreditor Agreement) as and to the extent set forth in the Southdale Center Intercreditor Agreement.
(f) With respect to the Bxxxxxx Center Loan Pair, the parties hereto acknowledge and agree that the Bxxxxxx Center Mortgage Loan is pari passu in right of payment with the Bxxxxxx Center Serviced Companion Loan to the extent set forth in the Bxxxxxx Center Intercreditor Agreement. At no time shall any holder of the Bxxxxxx Center Serviced Companion Loan be the Loan-Specific Directing Holder for the Bxxxxxx Center Loan Pair; provided, that, the holder of the Bxxxxxx Center Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holders to the extent the holder of the Bxxxxxx Center Serviced Companion Loan requests consultation in accordance with the terms of the Bxxxxxx Center Intercreditor Agreement) as and to the extent set forth in the Bxxxxxx Center Intercreditor Agreement.
(g) With respect to the Milford Plaza Fee Arundel Xxxxx & Marketplace Non-Serviced Loan Combination, the parties hereto acknowledge and agree that the Milford Plaza Fee Non-Serviced Arundel Xxxxx & Marketplace Mortgage Loan is pari passu in right of payment with the Milford Plaza Fee Arundel Xxxxx & Marketplace Non-Serviced Companion Loan to the extent set forth in the Milford Plaza Fee Arundel Xxxxx & Marketplace Intercreditor Agreement. The Milford Plaza Fee Arundel Xxxxx & Marketplace Directing Holder shall at all times have consent rights and the right to direct the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer with respect to the administration of the Milford Plaza Fee Arundel Xxxxx & Marketplace Non-Serviced Loan Combination as and to the extent set forth in the related Arundel Xxxxx & Marketplace Intercreditor Agreement; provided, that, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall be required to consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the related Arundel Xxxxx & Marketplace Intercreditor Agreement) as and to the extent set forth in the related Arundel Xxxxx & Marketplace Intercreditor Agreement.
(hf) The With respect to the State Farm Portfolio Non-Serviced Loan Combination, the parties hereto acknowledge and agree that The Mall at Txxxxx Crossing the State Farm Portfolio Mortgage Loan is pari passu in right of payment with The Mall at Txxxxx Crossing the State Farm Portfolio Non-Serviced Companion Loan to the extent set forth in The Mall at Txxxxx Crossing the State Farm Portfolio Intercreditor Agreement. The Mall at Txxxxx Crossing State Farm Portfolio Directing Holder shall at all times have consent rights and the right to direct the Master Servicer and Special Servicer (or, on and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer) Servicer with respect to the administration of The Mall at Txxxxx Crossing the State Farm Portfolio Non-Serviced Loan Pair Combination as and to the extent set forth in the related State Farm Portfolio Intercreditor Agreement; provided, that, on and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall be required to consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the related State Farm Portfolio Intercreditor Agreement) as and to the extent set forth in the related State Farm Portfolio Intercreditor Agreement.
(g) With respect to the Marriott Philadelphia Downtown Non-Serviced Loan Combination, the parties hereto acknowledge and agree that the Marriott Philadelphia Downtown Mortgage Loan is pari passu in right of payment with the Marriott Philadelphia Downtown Non-Serviced Companion Loan to the extent set forth in the Marriott Philadelphia Downtown Intercreditor Agreement. In connection The Marriott Philadelphia Downtown Directing Holder shall at all times have consent rights and the right to direct the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer with respect to the administration of the Marriott Philadelphia Downtown Non-Serviced Loan Combination as and to the extent set forth in the Marriott Philadelphia Downtown Intercreditor Agreement; provided, that, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall be required to consult with the securitization Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of The Mall at Txxxxx Crossing Companion the Marriott Philadelphia Downtown Intercreditor Agreement) as and to the extent set forth in the Marriott Philadelphia Downtown Intercreditor Agreement.
(h) With respect to the Hilton San Francisco Financial District Loan while it Pair, the parties hereto acknowledge and agree that the Hilton San Francisco Financial District Mortgage Loan is a Serviced Companion Loan, upon pari passu in right of payment with the request of (and at the expense of) the related Hilton San Francisco Financial District Serviced Companion Loan holder, each to the extent set forth in the Hilton San Francisco Financial District Intercreditor Agreement. At no time shall any holder of the Hilton San Francisco Financial District Serviced Companion Loan be the Loan-Specific Directing Holder for the Hilton San Francisco Financial District Loan Pair; provided, that, the holder of the Hilton San Francisco Financial District Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the Special Servicer and the Trustee, as applicablecircumstances, shall use reasonable efforts to cooperate consult with such Serviced Companion Loan holder in attempting to cause the related Mortgagor to provide information relating to The Mall at Txxxxx Crossing Loan Pair and the related notes, and that extent such holder reasonably determines requests consultation) as and to be necessary or appropriate, for inclusion the extent set forth in any disclosure document(sthe Hilton San Francisco Financial District Intercreditor Agreement.
(i) relating With respect to such Other Securitization. On and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, The Mall at Txxxxx Crossing Mortgage Loan and The Mall at Txxxxx Crossing Companion Loan, collectively, shall be a “the Xx Xxxxxx Hotel & Tower Non-Serviced Loan Combination,” The Mall at Txxxxx Crossing Companion , the parties hereto acknowledge and agree that the Xx Xxxxxx Hotel & Tower Mortgage Loan shall be a “is pari passu in right of payment with the Xx Xxxxxx Hotel & Tower Non-Serviced Companion Loan,” Loan to the extent set forth in the Xx Xxxxxx Hotel & Tower Intercreditor Agreement. The Xx Xxxxxx Hotel & Tower Directing Holder shall at all times have consent rights and The Mall at Txxxxx Crossing the right to direct the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer with respect to the administration of the Xx Xxxxxx Hotel & Tower Non-Serviced Loan Combination as and to the extent set forth in the Xx Xxxxxx Hotel & Tower Intercreditor Agreement; provided, that, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall be a required to consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the Xx Xxxxxx Hotel & Tower Intercreditor Agreement) as and to the extent set forth in the Xx Xxxxxx Hotel & Tower Intercreditor Agreement.
(j) Any Other Depositor, Other Master Servicer, Other Special Servicer, Other Certificate Administrator, Other Trustee and Other Trust Advisor (and any director, officer, employee or agent of any of the foregoing) (collectively, the “Other Indemnified Parties”) shall be indemnified by the Trust against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of the related Non-Serviced Mortgage Loan under the related Other Companion Loan Pooling and Servicing Agreement, this Agreement or the related Intercreditor Agreement (or, with respect to the related Other Trust Advisor, incurred in connection with the provision of services for such Non-Serviced Mortgage Loan.” On The Mall at Txxxxx Crossing ) (but excluding any such losses allocable to the related Non-Serviced Companion Loan Securitization Date Loans) to the extent of its pro rata share of such indemnified items; provided, that such indemnification will not extend to any losses, liabilities, costs or expenses: (i) the Custodian shallspecifically required to be borne by such party, upon receipt without right of a Request for Releasereimbursement, transfer the Mortage File (other than the promissory note evidencing The Mall at Txxxxx Crossing Mortgage Loan, the original of which shall be retained by the Custodian) for The Mall at Txxxxx Crossing Loan Pair pursuant to the terms of the related Other Trustee Companion Loan Pooling and retain a copy of each such transferred document and Servicing Agreement; (ii) upon receipt incurred in connection with any legal action or claim against such party resulting from any breach of written requesta representation or warranty made by such person under the related Other Companion Loan Pooling and Servicing Agreement; or (iii) incurred in connection with any legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of such person’s obligations and duties under the related Other Companion Loan Pooling and Servicing Agreement or the related Intercreditor Agreement or resulting from negligent disregard of such obligations and duties.
(k) Promptly following the Closing Date, with respect to any Loan Pair, the Master Servicer shall transfer the Servicer Mortgage File for, and otherwise take all actions reasonably necessary for the transfer deliver to any holder of the servicing of, The Mall at Txxxxx Crossing related Serviced Companion Loan Pair to the (or Other Master Servicer, Other Special Servicer and Other Trustee on its behalf) written notice of the securitization of the related Mortgage Loan stating that, as of the Closing Date, the Trustee is the holder of the applicable Mortgage Loan. Such notice shall be accompanied by the name and contact information of each of the Trustee, the Master Servicer and the Special Servicer.
(l) To the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Loan Pair or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)
Certain Matters with Respect to Loan Pairs, A/B Whole Loans and Non-Serviced Loan Combinations. (a) The parties hereto acknowledge that, pursuant to the related Intercreditor Agreement, if a Serviced Pari Passu Mortgage Loan or A Note, as applicable, is no longer part of the Trust or is no longer serviced pursuant to the terms of this Agreement, the holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall negotiate one or more new servicing agreements with the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer, provided that, prior to entering into any such new servicing agreement, the new holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall provide to the holder of the related Serviced Companion Loan and/or B Note copies of written communications provided to each NRSRO then rating any securitization relating to such Serviced Companion Loan and/or B Note notifying such NRSROs of such new servicing agreement; provided, that prior to such time the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer shall continue to service the related Loan Pair and/or A/B Whole Loan to the extent provided in the related Intercreditor Agreement. The parties hereto further acknowledge that if a Serviced Pari Passu Mortgage Loan or A Note, as applicable, is no longer part of the Trust or, except as contemplated by clause (h) below, or is no longer serviced pursuant to the terms of this Agreement, the Master Servicer shall have no further obligation to make P&I Advances with respect to such Serviced Pari Passu Mortgage Loan or A Note, as applicable.
(b) For the avoidance of doubt and subject to subsection (a) above, the parties acknowledge that the rights and duties of each of the Master Servicer and the Special Servicer under Article VIII and Article IX and the obligation of the Master Servicer to make Advances, insofar as such rights, duties and obligations relate to any A/B Whole Loan (including both the related A Note and the related B Note) or Loan Pair, shall terminate upon the earliest to occur of the following with respect to such A/B Whole Loan or Loan Pair, as the case may be: (i) any repurchase of or substitution for the related A Note or Serviced Pari Passu Mortgage Loan by the applicable Seller pursuant to Section 2.3; (ii) any purchase of the related A Note or Serviced Pari Passu Loan by the owner of the related B Note or Serviced Companion Loan pursuant to the terms of the related Intercreditor Agreement; and (iii) any payment in full of any and all amounts due (or deemed due) under the related A Note or Serviced Pari Passu Mortgage Loan (or its successor REO Mortgage Loan) including amounts to which the holder of such A Note or Serviced Pari Passu Mortgage Loan is entitled under the related Intercreditor Agreement; provided, that this statement shall not limit (A) the duty of the Master Servicer or the Special Servicer to deliver or make available the reports otherwise required of it hereunder with respect to the Collection Period in which such event occurs or (B) the rights of the Master Servicer or the Special Servicer that may otherwise accrue or arise in connection with the performance of its duties hereunder with respect to such A/B Whole Loan or Loan Pair prior to the date on which such event occurs.
(c) In connection with any purchase described in clause (ii) of Section 1.6(b) or an event described in clause (iii) of Section 1.6(b), the Custodian, the Master Servicer and the Special Servicer 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 holder of the related Serviced Companion Loan or B Note (if then still outstanding), after delivery to them of a receipt executed by such purchaser or holder, all portions of the Mortgage File and other documents pertaining to such Loan Pair or A/B Whole Loan, as applicable, possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to such purchaser or holder (or the designee of such purchaser or holder) in the same manner, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which documents were previously assigned to the Trustee by the related Seller, but in any event, without recourse, representation or warranty; provided that such tender by such party shall be conditioned upon its receipt from the Master Servicer of a Request for Release. The Master Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder any deposits then held in an Escrow Account relating to the applicable A/B Whole Loan or Loan Pair. If a Serviced Pari Passu Mortgage Loan and the related Serviced Companion Loan or an A Note and the related B Note under the applicable Mortgage Loan are then REO Loans, then the Special Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder, in each case, to the extent not needed to pay or reimburse the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee in accordance with this Agreement, deposits then held in the REO Account insofar as they relate to the related REO Property.
(d) If an expense under this Agreement relates, in the reasonable judgment of the Master Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator, as applicable, primarily to the administration of the Trust or any REMIC or grantor trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or provisions relating to the grantor trust or the actual payment of any REMIC tax or expense or grantor trust tax or expense with respect to any REMIC or grantor trust formed hereunder, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against the holder of any Serviced Companion Loan or B Note and such holder shall not suffer any adverse consequences as a result of the payment of such expense.
(e) With respect to the Southdale Center Stonestown Galleria Loan Pair, the parties hereto acknowledge and agree that the Southdale Center Stonestown Galleria Mortgage Loan is pari passu in right of payment with the Southdale Center Stonestown Galleria Serviced Companion Loan to the extent set forth in the Southdale Center Stonestown Galleria Intercreditor Agreement. At no time shall any holder of the Southdale Center Stonestown Galleria Serviced Companion Loan be the Loan-Specific Directing Holder for the Southdale Center Stonestown Galleria Loan Pair; provided, that, the holder of the Southdale Center Stonestown Galleria Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holders to the extent the holder of the Southdale Center Stonestown Galleria Serviced Companion Loan requests consultation in accordance with the terms of the Southdale Center Stonestown Galleria Intercreditor Agreement) as and to the extent set forth in the Southdale Center Stonestown Galleria Intercreditor Agreement.
(f) With respect to the Bxxxxxx Center Loan Pair, the parties hereto acknowledge and agree that the Bxxxxxx Center Mortgage Loan is pari passu in right of payment with the Bxxxxxx Center Serviced Companion Loan to the extent set forth in the Bxxxxxx Center Intercreditor Agreement. At no time shall any holder of the Bxxxxxx Center Serviced Companion Loan be the Loan-Specific Directing Holder for the Bxxxxxx Center Loan Pair; provided, that, the holder of the Bxxxxxx Center Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holders to the extent the holder of the Bxxxxxx Center Serviced Companion Loan requests consultation in accordance with the terms of the Bxxxxxx Center Intercreditor Agreement) as and to the extent set forth in the Bxxxxxx Center Intercreditor Agreement.
(g) With respect to the Milford Plaza Fee Non-Serviced Loan Combination, the parties hereto acknowledge and agree that the Milford Plaza Fee Non-Serviced Mortgage Loan is pari passu in right of payment with the Milford Plaza Fee Non-Serviced Companion Loan to the extent set forth in the Milford Plaza Fee Intercreditor Agreement. The Milford Plaza Fee Directing Holder shall at all times have consent rights and the right to direct the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer with respect to the administration of the Milford Plaza Fee Non-Serviced Loan Combination as and to the extent set forth in the related Intercreditor Agreement; provided, that, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the related Intercreditor Agreement) as and to the extent set forth in the related Intercreditor Agreement.
(h) The parties hereto acknowledge and agree that The Mall at Txxxxx Crossing Mortgage Loan is pari passu in right of payment with The Mall at Txxxxx Crossing Companion Loan to the extent set forth in The Mall at Txxxxx Crossing Intercreditor Agreement. The Mall at Txxxxx Crossing Directing Holder shall at all times have consent rights and the right to direct the Master Servicer and Special Servicer (or, on and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer) with respect to the administration of The Mall at Txxxxx Crossing Loan Pair as and to the extent set forth in the related Intercreditor Agreement; provided, that, on and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the related Intercreditor Agreement) as and to the extent set forth in the related Intercreditor Agreement. In connection with the securitization of The Mall at Txxxxx Crossing Companion Loan while it is a Serviced Companion Loan, upon the request of (and at the expense of) the related Serviced Companion Loan holder, each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Loan holder in attempting to cause the related Mortgagor to provide information relating to The Mall at Txxxxx Crossing Loan Pair 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. On and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, The Mall at Txxxxx Crossing Mortgage Loan and The Mall at Txxxxx Crossing Companion Loan, collectively, shall be a “Non-Serviced Loan Combination,” The Mall at Txxxxx Crossing Companion Loan shall be a “Non-Serviced Companion Loan,” and The Mall at Txxxxx Crossing Mortgage Loan shall be a “Non-Serviced Mortgage Loan.” On The Mall at Txxxxx Crossing Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release, transfer the Mortage File (other than the promissory note evidencing The Mall at Txxxxx Crossing Mortgage Loan, the original of which shall be retained by the Custodian) for The Mall at Txxxxx Crossing Loan Pair to the Other Trustee and retain a copy of each such transferred document and (ii) upon receipt of written request, the Master Servicer shall transfer the Servicer Mortgage File for, and otherwise take all actions reasonably necessary for the transfer of the servicing of, The Mall at Txxxxx Crossing Loan Pair to the Other Master Servicer.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13)
Certain Matters with Respect to Loan Pairs, A/B Whole Loans and Non-Serviced Loan Combinations. (a) The parties hereto acknowledge that, pursuant to the related Intercreditor Agreement, if a Serviced Pari Passu Mortgage Loan or A Note, as applicable, is no longer part of the Trust or is no longer serviced pursuant to the terms of this Agreement, the holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall negotiate one or more new servicing agreements with the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer, provided that, prior to entering into any such new servicing agreement, the new holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall provide to the holder of the related Serviced Companion Loan and/or B Note copies of written communications provided to each NRSRO then rating any securitization relating to such Serviced Companion Loan and/or B Note notifying such NRSROs of such new servicing agreement; provided, provided that prior to such time the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer shall continue to service the related Loan Pair and/or A/B Whole Loan to the extent provided in the related Intercreditor Agreement. The parties hereto further acknowledge that if a Serviced Pari Passu Mortgage Loan or A Note, as applicable, is no longer part of the Trust or, except as contemplated by clause (h) below, is no longer serviced pursuant to the terms of this Agreement, the Master Servicer shall have no further obligation to make P&I Advances with respect to such Serviced Pari Passu Mortgage Loan or A Note, as applicable.
(b) For the avoidance of doubt and subject to subsection (a) above, the parties acknowledge that the rights and duties of each of the Master Servicer and the Special Servicer under Article VIII and Article IX and the obligation of the Master Servicer to make Advances, insofar as such rights, duties and obligations relate to any A/B Whole Loan (including both the related A Note and the related B Note) or Loan Pair, shall terminate upon the earliest to occur of the following with respect to such A/B Whole Loan or Loan Pair, as the case may be: (i) any repurchase of or substitution for the related A Note or Serviced Pari Passu Mortgage Loan by the applicable Seller pursuant to Section 2.3; (ii) any purchase of the related A Note or Serviced Pari Passu Loan by the owner of the related B Note or Serviced Companion Loan pursuant to the terms of the related Intercreditor Agreement; and (iii) any payment in full of any and all amounts due (or deemed due) under the related A Note or Serviced Pari Passu Mortgage Loan (or its successor REO Mortgage Loan) including amounts to which the holder of such A Note or Serviced Pari Passu Mortgage Loan is entitled under the related Intercreditor Agreement; provided, provided that this statement shall not limit (A) the duty of the Master Servicer or the Special Servicer to deliver or make available the reports otherwise required of it hereunder with respect to the Collection Period in which such event occurs or (B) the rights of the Master Servicer or the Special Servicer that may otherwise accrue or arise in connection with the performance of its duties hereunder with respect to such A/B Whole Loan or Loan Pair prior to the date on which such event occurs.
(c) In connection with any purchase described in clause (ii) of Section 1.6(b) or an event described in clause (iii) of Section 1.6(b), the Custodian, the Master Servicer and the Special Servicer 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 holder of the related Serviced Companion Loan or B Note (if then still outstanding), after delivery to them of a receipt executed by such purchaser or holder, all portions of the Mortgage File and other documents pertaining to such Loan Pair or A/B Whole Loan, as applicable, possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to such purchaser or holder (or the designee of such purchaser or holder) in the same manner, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which documents were previously assigned to the Trustee by the related Seller, but in any event, without recourse, representation or warranty; provided that such tender by such party shall be conditioned upon its receipt from the Master Servicer of a Request for Release. The Master Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder any deposits then held in an Escrow Account relating to the applicable A/B Whole Loan or Loan Pair. If a Serviced Pari Passu Mortgage Loan and the related Serviced Companion Loan or an A Note and the related B Note under the applicable Mortgage Loan are then REO Loans, then the Special Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder, in each case, to the extent not needed to pay or reimburse the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee in accordance with this Agreement, deposits then held in the REO Account insofar as they relate to the related REO Property.
(d) If an expense under this Agreement relates, in the reasonable judgment of the Master Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator, as applicable, primarily to the administration of the Trust or any REMIC or grantor trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or provisions relating to the grantor trust or the actual payment of any REMIC tax or expense or grantor trust tax or expense with respect to any REMIC or grantor trust formed hereunder, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against the holder of any Serviced Companion Loan or B Note and such holder shall not suffer any adverse consequences as a result of the payment of such expense.
(e) With respect to the Southdale Center Westfield Countryside Loan Pair, the parties hereto acknowledge and agree that the Southdale Center Westfield Countryside Mortgage Loan is pari passu in right of payment with the Southdale Center Westfield Countryside Serviced Companion Loan to the extent set forth in the Southdale Center Westfield Countryside Intercreditor Agreement. At no time shall any holder of the Southdale Center Westfield Countryside Serviced Companion Loan be the Loan-Specific Directing Holder for the Southdale Center Westfield Countryside Loan PairPair as set forth in the related Intercreditor Agreement; provided, provided that, the holder of the Southdale Center Westfield Countryside Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall consult with such holders to the extent the holder of the Westfield Countryside Serviced Companion Loan requests consultation in accordance with the terms of the related Intercreditor Agreement) as and to the extent set forth in the related Intercreditor Agreement.
(f) With respect to The Mall at Txxxxx Crossing Loan Pair, the parties hereto acknowledge and agree that The Mall at Txxxxx Crossing Mortgage Loan is pari passu in right of payment with The Mall at Txxxxx Crossing Serviced Companion Loan to the extent set forth in The Mall at Txxxxx Crossing Intercreditor Agreement. At no time shall any holder of The Mall at Txxxxx Crossing Serviced Companion Loan be the Loan-Specific Directing Holder for The Mall at Txxxxx Crossing Loan Pair as set forth in the related Intercreditor Agreement; provided that the holder of The Mall at Txxxxx Crossing Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holders to the extent the holder of the Southdale Center The Mall at Txxxxx Crossing Serviced Companion Loan requests consultation in accordance with the terms of the Southdale Center related Intercreditor Agreement) as and to the extent set forth in the Southdale Center Intercreditor Agreement.
(f) With respect to the Bxxxxxx Center Loan Pair, the parties hereto acknowledge and agree that the Bxxxxxx Center Mortgage Loan is pari passu in right of payment with the Bxxxxxx Center Serviced Companion Loan to the extent set forth in the Bxxxxxx Center Intercreditor Agreement. At no time shall any holder of the Bxxxxxx Center Serviced Companion Loan be the Loan-Specific Directing Holder for the Bxxxxxx Center Loan Pair; provided, that, the holder of the Bxxxxxx Center Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holders to the extent the holder of the Bxxxxxx Center Serviced Companion Loan requests consultation in accordance with the terms of the Bxxxxxx Center Intercreditor Agreement) as and to the extent set forth in the Bxxxxxx Center The Mall at Txxxxx Crossing Intercreditor Agreement.
(g) With respect to the Milford Plaza Fee Southdale Center Non-Serviced Loan Combination, the parties hereto acknowledge and agree that the Milford Plaza Fee Southdale Center Non-Serviced Mortgage Loan is pari passu in right of payment with the Milford Plaza Fee Southdale Center Non-Serviced Companion Loan to the extent set forth in the Milford Plaza Fee Southdale Center Intercreditor Agreement. The Milford Plaza Fee Southdale Center Directing Holder shall at all times have consent rights and the right to direct the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer with respect to the administration of the Milford Plaza Fee Southdale Center Non-Serviced Loan Combination as and to the extent set forth in the related Intercreditor Agreement; provided, provided that, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the related Intercreditor Agreement) as and to the extent set forth in the related Intercreditor Agreement.
(h) The parties hereto acknowledge and agree that The Mall at Txxxxx Crossing the Marriott Chicago River North Hotel Mortgage Loan is pari passu in right of payment with The Mall at Txxxxx Crossing the Marriott Chicago River North Hotel Companion Loan to the extent set forth in The Mall at Txxxxx Crossing the Marriott Chicago River North Hotel Intercreditor Agreement. The Mall at Txxxxx Crossing Marriott Chicago River North Hotel Directing Holder shall at all times have consent rights and the right to direct the Master Servicer and Special Servicer (or, on and after The Mall at Txxxxx Crossing the Marriott Chicago River North Hotel Companion Loan Securitization Date, the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer) with respect to the administration of The Mall at Txxxxx Crossing the Marriott Chicago River North Hotel Loan Pair as and to the extent set forth in the related Intercreditor Agreement; provided, that, provided that on and after The Mall at Txxxxx Crossing the Marriott Chicago River North Hotel Companion Loan Securitization Date, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the related Intercreditor Agreement) as and to the extent set forth in the related Intercreditor Agreement. In connection with the securitization of The Mall at Txxxxx Crossing the Marriott Chicago River North Hotel Companion Loan while it is a Serviced Companion Loan, upon the request of (and at the expense of) the related Serviced Companion Loan holder, each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Loan holder in attempting to cause the related Mortgagor to provide information relating to The Mall at Txxxxx Crossing the Marriott Chicago River North Hotel Loan Pair 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. On and after The Mall at Txxxxx Crossing the Marriott Chicago River North Hotel Companion Loan Securitization Date, The Mall at Txxxxx Crossing the Marriott Chicago River North Hotel Mortgage Loan and The Mall at Txxxxx Crossing the Marriott Chicago River North Hotel Companion Loan, collectively, shall be a “Non-Serviced Loan Combination,” The Mall at Txxxxx Crossing ”, the Marriott Chicago River North Hotel Companion Loan shall be a “Non-Serviced Companion Loan,” ”, and The Mall at Txxxxx Crossing the Marriott Chicago River North Hotel Mortgage Loan shall be a “Non-Serviced Mortgage Loan.” ”. On The Mall at Txxxxx Crossing the Marriott Chicago River North Hotel Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release, transfer the Mortage Mortgage File (other than the promissory note evidencing The Mall at Txxxxx Crossing the Marriott Chicago River North Hotel Mortgage Loan, the original of which shall be retained by the Custodian) for The Mall at Txxxxx Crossing the Marriott Chicago River North Hotel Loan Pair to the Other Trustee and retain a copy of each such transferred document and (ii) upon receipt of written request, the Master Servicer shall transfer (or if the Master Servicer is remaining as the primary servicer for such loan, provide a copy of) the Servicer Mortgage File for, and otherwise take all actions reasonably necessary for the transfer of the master servicing of, The Mall at Txxxxx Crossing the Marriott Chicago River North Hotel Loan Pair to the Other Master Servicer.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11)
Certain Matters with Respect to Loan Pairs, A/B Whole Loans and Non-Serviced Loan Combinations. (a) The parties hereto acknowledge that, pursuant to the related Intercreditor Agreement, if a Serviced Pari Passu Mortgage Loan or A Note, as applicable, is no longer part of the Trust or is no longer serviced pursuant to the terms of this Agreement, the holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall negotiate one or more new servicing agreements with the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer, provided that, prior to entering into any such new servicing agreement, the new holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall provide to the holder of the related Serviced Companion Loan and/or B Note copies of written communications provided to each NRSRO then rating any securitization relating to such Serviced Companion Loan and/or B Note notifying such NRSROs of such new servicing agreement; provided, that prior to such time the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer shall continue to service the related Loan Pair and/or A/B Whole Loan to the extent provided in the related Intercreditor Agreement. The parties hereto further acknowledge that if a Serviced Pari Passu Mortgage Loan or A Note, as applicable, is no longer part of the Trust or, except as contemplated by clause (h) below, or is no longer serviced pursuant to the terms of this Agreement, the Master Servicer shall have no further obligation to make P&I Advances with respect to such Serviced Pari Passu Mortgage Loan or A Note, as applicable.
(b) For the avoidance of doubt and subject to subsection (a) above, the parties acknowledge that the rights and duties of each of the Master Servicer and the Special Servicer under Article VIII and Article IX and the obligation of the Master Servicer to make Advances, insofar as such rights, duties and obligations relate to any A/B Whole Loan (including both the related A Note and the related B Note) or Loan Pair, shall terminate upon the earliest to occur of the following with respect to such A/B Whole Loan or Loan Pair, as the case may be: (i) any repurchase of or substitution for the related A Note or Serviced Pari Passu Mortgage Loan by the applicable Seller pursuant to Section 2.3; (ii) any purchase of the related A Note or Serviced Pari Passu Loan by the owner of the related B Note or Serviced Companion Loan pursuant to the terms of the related Intercreditor Agreement; and (iii) any payment in full of any and all amounts due (or deemed due) under the related A Note or Serviced Pari Passu Mortgage Loan (or its successor REO Mortgage Loan) including amounts to which the holder of such A Note or Serviced Pari Passu Mortgage Loan is entitled under the related Intercreditor Agreement; provided, that this statement shall not limit (A) the duty of the Master Servicer or the Special Servicer to deliver or make available the reports otherwise required of it hereunder with respect to the Collection Period in which such event occurs or (B) the rights of the Master Servicer or the Special Servicer that may otherwise accrue or arise in connection with the performance of its duties hereunder with respect to such A/B Whole Loan or Loan Pair prior to the date on which such event occurs.
(c) In connection with any purchase described in clause (ii) of Section 1.6(b) or an event described in clause (iii) of Section 1.6(b), the Custodian, the Master Servicer and the Special Servicer 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 holder of the related Serviced Companion Loan or B Note (if then still outstanding), after delivery to them of a receipt executed by such purchaser or holder, all portions of the Mortgage File and other documents pertaining to such Loan Pair or A/B Whole Loan, as applicable, possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to such purchaser or holder (or the designee of such purchaser or holder) in the same manner, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which documents were previously assigned to the Trustee by the related Seller, but in any event, without recourse, representation or warranty; provided that such tender by such party shall be conditioned upon its receipt from the Master Servicer of a Request for Release. The Master Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder any deposits then held in an Escrow Account relating to the applicable A/B Whole Loan or Loan Pair. If a Serviced Pari Passu Mortgage Loan and the related Serviced Companion Loan or an A Note and the related B Note under the applicable Mortgage Loan are then REO Loans, then the Special Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder, in each case, to the extent not needed to pay or reimburse the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee in accordance with this Agreement, deposits then held in the REO Account insofar as they relate to the related REO Property.
(d) If an expense under this Agreement relates, in the reasonable judgment of the Master Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator, as applicable, primarily to the administration of the Trust or any REMIC or grantor trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or provisions relating to the grantor trust or the actual payment of any REMIC tax or expense or grantor trust tax or expense with respect to any REMIC or grantor trust formed hereunder, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against the holder of any Serviced Companion Loan or B Note and such holder shall not suffer any adverse consequences as a result of the payment of such expense.
(e) With respect to the Southdale Center Loan Pair, the parties hereto acknowledge and agree that the Southdale Center Mortgage Loan is pari passu in right of payment with the Southdale Center Serviced Companion Loan to the extent set forth in the Southdale Center Intercreditor Agreement. At no time shall any holder of the Southdale Center Serviced Companion Loan be the Loan-Specific Directing Holder for the Southdale Center Loan Pair; provided, that, the holder of the Southdale Center Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holders to the extent the holder of the Southdale Center Serviced Companion Loan requests consultation in accordance with the terms of the Southdale Center Intercreditor Agreement) as and to the extent set forth in the Southdale Center Intercreditor Agreement.
(f) With respect to the Bxxxxxx Center Loan Pair, the parties hereto acknowledge and agree that the Bxxxxxx Center Mortgage Loan is pari passu in right of payment with the Bxxxxxx Center Serviced Companion Loan to the extent set forth in the Bxxxxxx Center Intercreditor Agreement. At no time shall any holder of the Bxxxxxx Center Serviced Companion Loan be the Loan-Specific Directing Holder for the Bxxxxxx Center Loan Pair; provided, that, the holder of the Bxxxxxx Center Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holders to the extent the holder of the Bxxxxxx Center Serviced Companion Loan requests consultation in accordance with the terms of the Bxxxxxx Center Intercreditor Agreement) as and to the extent set forth in the Bxxxxxx Center Intercreditor Agreement.
(g) With respect to the Milford Plaza Fee AmericasMart Non-Serviced Loan Combination, the parties hereto acknowledge and agree that the Milford Plaza Fee Non-Serviced AmericasMart Mortgage Loan is pari passu in right of payment with the Milford Plaza Fee AmericasMart Non-Serviced Companion Loan to the extent set forth in the Milford Plaza Fee AmericasMart Intercreditor Agreement. The Milford Plaza Fee AmericasMart Directing Holder shall at all times have consent rights and the right to direct the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer with respect to the administration of the Milford Plaza Fee AmericasMart Non-Serviced Loan Combination as and to the extent set forth in the related AmericasMart Intercreditor Agreement; provided, that, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the related AmericasMart Intercreditor Agreement) as and to the extent set forth in the related AmericasMart Intercreditor Agreement.
(hf) The With respect to the JW Marriott and Fairfield Inn & Suites Loan Pair, the parties hereto acknowledge and agree that The Mall at Txxxxx Crossing the JW Marriott and Fairfield Inn & Suites Mortgage Loan is pari passu in right of payment with The Mall at Txxxxx Crossing the JW Marriott and Fairfield Inn & Suites Serviced Companion Loan to the extent set forth in The Mall at Txxxxx Crossing the JW Marriott and Fairfield Inn & Suites Intercreditor Agreement. At no time shall any holder of the JW Marriott and Fairfield Inn & Suites Serviced Companion Loan be the Loan-Specific Directing Holder for the JW Marriott and Fairfield Inn & Suites Loan Pair; provided, that, the holder of the JW Marriott and Fairfield Inn & Suites Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holders to the extent the holder of the JW Marriott and Fairfield Inn & Suites Serviced Companion Loan requests consultation in accordance with the terms of the JW Marriott and Fairfield Inn & Suites Intercreditor Agreement) as and to the extent set forth in the JW Marriott and Fairfield Inn & Suites Intercreditor Agreement.
(g) With respect to the Stonestown Galleria Non-Serviced Loan Combination, the parties hereto acknowledge and agree that the Stonestown Galleria Mortgage Loan is pari passu in right of payment with the Stonestown Galleria Non-Serviced Companion Loan to the extent set forth in the Stonestown Galleria Intercreditor Agreement. The Mall at Txxxxx Crossing Stonestown Galleria Directing Holder shall at all times have consent rights and the right to direct the Master Servicer and Special Servicer (or, on and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer) Servicer with respect to the administration of The Mall at Txxxxx Crossing the Stonestown Galleria Non-Serviced Loan Pair Combination as and to the extent set forth in the related Stonestown Galleria Intercreditor Agreement; provided, that, on and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the related Stonestown Galleria Intercreditor Agreement) as and to the extent set forth in the related Stonestown Galleria Intercreditor Agreement.
(h) The parties hereto acknowledge and agree that the Hilton San Francisco Financial District Mortgage Loan is pari passu in right of payment with the Hilton San Francisco Financial District Companion Loan to the extent set forth in the Hilton San Francisco Financial District Intercreditor Agreement. The Hilton San Francisco Financial District Directing Holder shall at all times have consent rights and the right to direct the Master Servicer and Special Servicer (or, on and after the Hilton San Francisco Financial District Companion Loan Securitization Date, the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer) with respect to the administration of the Hilton San Francisco Financial District Loan Pair as and to the extent set forth in the Hilton San Francisco Financial District Intercreditor Agreement; provided, that, on and after the Hilton San Francisco Financial District Companion Loan Securitization Date, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the applicable Non-Serviced Mortgage Loan Master Servicer or the applicable Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, will be required to consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the Hilton San Francisco Financial District Intercreditor Agreement) as and to the extent set forth in the Hilton San Francisco Financial District Intercreditor Agreement. In connection with the securitization of The Mall at Txxxxx Crossing the Hilton San Francisco Financial District Companion Loan while it is a Serviced Companion Loan, upon the request of (and at the expense of) the related Serviced Companion Loan holder, each of the Master Servicer, the Special Servicer and the TrusteeSpecial Servicer, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Loan holder in attempting to cause the related Mortgagor to provide information relating to The Mall at Txxxxx Crossing the Hilton San Francisco Financial District Loan Pair 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. On and after The Mall at Txxxxx Crossing the Hilton San Francisco Financial District Companion Loan Securitization Date, The Mall at Txxxxx Crossing the Hilton San Francisco Financial District Mortgage Loan and The Mall at Txxxxx Crossing the Hilton San Francisco Financial District Companion Loan, collectively, shall be a “Non-Serviced Loan Combination,” The Mall at Txxxxx Crossing the Hilton San Francisco Financial District Companion Loan shall be a “Non-Non- Serviced Companion Loan,” and The Mall at Txxxxx Crossing the Hilton San Francisco Financial District Mortgage Loan shall be a “Non-Serviced Mortgage Loan.” On The Mall at Txxxxx Crossing the Hilton San Francisco Financial District Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release, transfer the Mortage File (other than the promissory note evidencing The Mall at Txxxxx Crossing the Hilton San Francisco Financial District Mortgage Loan, and any accompanying allonges, the original originals of which shall be retained by the Custodian) for The Mall at Txxxxx Crossing the Hilton San Francisco Financial District Loan Pair to the applicable Other Trustee and Custodian, retain a copy of each such transferred document and otherwise take all actions reasonably necessary for the transfer of custody of such Mortgage Loan documents to such Other Custodian, (ii) upon receipt of written request and proposed assignment documentation, the Master Servicer (pursuant to the power of attorney executed by the Trustee pursuant to Section 2.3(b)) shall execute assignment documentation reasonably acceptable to it and reasonably necessary to assign to the Other Trustee the applicable Mortgage Loan documents related to the Hilton San Francisco Financial District Loan Pair and (iii) upon receipt of written request, the Master Servicer shall transfer the Servicer Mortgage File for, and otherwise take all actions reasonably necessary for the transfer of the servicing of, The Mall at Txxxxx Crossing the Hilton San Francisco Financial District Loan Pair to the Other Master Servicer.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14)
Certain Matters with Respect to Loan Pairs, A/B Whole Loans and Non-Serviced Loan Combinations. (a) The parties hereto acknowledge that, pursuant to the related Intercreditor Agreement, if a Serviced Pari Passu Mortgage Loan or A Note, as applicable, is no longer part of the Trust or is no longer serviced pursuant to the terms of this Agreement, the holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall negotiate one or more new servicing agreements with the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer, provided that, prior to entering into any such new servicing agreement, the new holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall provide to the holder of the related Serviced Companion Loan and/or B Note copies of written communications provided to each NRSRO then rating any securitization relating to such Serviced Companion Loan and/or B Note notifying such NRSROs of such new servicing agreement; provided, that prior to such time the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer shall continue to service the related Loan Pair and/or A/B Whole Loan to the extent provided in the related Intercreditor Agreement. The parties hereto further acknowledge that if a Serviced Pari Passu Mortgage Loan or A Note, as applicable, is no longer part of the Trust or, except as contemplated by clause (h) below, or is no longer serviced pursuant to the terms of this Agreement, the Master Servicer shall have no further obligation to make P&I Advances with respect to such Serviced Pari Passu Mortgage Loan or A Note, as applicable.
(b) For the avoidance of doubt and subject to subsection (a) above, the parties acknowledge that the rights and duties of each of the Master Servicer and the Special Servicer under Article VIII and Article IX and the obligation of the Master Servicer to make Advances, insofar as such rights, duties and obligations relate to any A/B Whole Loan (including both the related A Note and the related B Note) or Loan Pair, shall terminate upon the earliest to occur of the following with respect to such A/B Whole Loan or Loan Pair, as the case may be: (i) any repurchase of or substitution for the related A Note or Serviced Pari Passu Mortgage Loan by the applicable Seller pursuant to Section 2.3; (ii) any purchase of the related A Note or Serviced Pari Passu Loan by the owner of the related B Note or Serviced Companion Loan pursuant to the terms of the related Intercreditor Agreement; and (iii) any payment in full of any and all amounts due (or deemed due) under the related A Note or Serviced Pari Passu Mortgage Loan (or its successor REO Mortgage Loan) including amounts to which the holder of such A Note or Serviced Pari Passu Mortgage Loan is entitled under the related Intercreditor Agreement; provided, that this statement shall not limit (A) the duty of the Master Servicer or the Special Servicer to deliver or make available the reports otherwise required of it hereunder with respect to the Collection Period in which such event occurs or (B) the rights of the Master Servicer or the Special Servicer that may otherwise accrue or arise in connection with the performance of its duties hereunder with respect to such A/B Whole Loan or Loan Pair prior to the date on which such event occurs.
(c) In connection with any purchase described in clause (ii) of Section 1.6(b) or an event described in clause (iii) of Section 1.6(b), the Custodian, the Master Servicer and the Special Servicer 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 holder of the related Serviced Companion Loan or B Note (if then still outstanding), after delivery to them of a receipt executed by such purchaser or holder, all portions of the Mortgage File and other documents pertaining to such Loan Pair or A/B Whole Loan, as applicable, possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to such purchaser or holder (or the designee of such purchaser or holder) in the same manner, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which documents were previously assigned to the Trustee by the related Seller, but in any event, without recourse, representation or warranty; provided that such tender by such party shall be conditioned upon its receipt from the Master Servicer of a Request for Release. The Master Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder any deposits then held in an Escrow Account relating to the applicable A/B Whole Loan or Loan Pair. If a Serviced Pari Passu Mortgage Loan and the related Serviced Companion Loan or an A Note and the related B Note under the applicable Mortgage Loan are then REO Loans, then the Special Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder, in each case, to the extent not needed to pay or reimburse the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee in accordance with this Agreement, deposits then held in the REO Account insofar as they relate to the related REO Property.
(d) If an expense under this Agreement relates, in the reasonable judgment of the Master Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator, as applicable, primarily to the administration of the Trust or any REMIC or grantor trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or provisions relating to the grantor trust or the actual payment of any REMIC tax or expense or grantor trust tax or expense with respect to any REMIC or grantor trust formed hereunder, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against the holder of any Serviced Companion Loan or B Note and such holder shall not suffer any adverse consequences as a result of the payment of such expense.
(e) With respect to the Southdale Center Milford Plaza Fee Loan Pair, the parties hereto acknowledge and agree that the Southdale Center Milford Plaza Fee Mortgage Loan is pari passu in right of payment with the Southdale Center Milford Plaza Fee Serviced Companion Loan to the extent set forth in the Southdale Center Milford Plaza Fee Intercreditor Agreement. At no time shall any holder of the Southdale Center Milford Plaza Fee Serviced Companion Loan be the Loan-Specific Directing Holder for the Southdale Center Milford Plaza Fee Loan Pair; provided, that, the holder of the Southdale Center Milford Plaza Fee Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holders to the extent the holder of the Southdale Center Milford Plaza Fee Serviced Companion Loan requests consultation in accordance with the terms of the Southdale Center Milford Plaza Fee Intercreditor Agreement) as and to the extent set forth in the Southdale Center Milford Plaza Fee Intercreditor Agreement.
(f) With respect to the Bxxxxxx Center Loan Pair, the parties hereto acknowledge and agree that the Bxxxxxx Center Mortgage Loan is pari passu in right of payment with the Bxxxxxx Center Serviced Companion Loan to the extent set forth in the Bxxxxxx Center Intercreditor Agreement. At no time shall any holder of the Bxxxxxx Center Serviced Companion Loan be the Loan-Specific Directing Holder for the Bxxxxxx Center Loan Pair; provided, that, the holder of the Bxxxxxx Center Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holders to the extent the holder of the Bxxxxxx Center Serviced Companion Loan requests consultation in accordance with the terms of the Bxxxxxx Center Intercreditor Agreement) as and to the extent set forth in the Bxxxxxx Center Intercreditor Agreement.
(g) With respect to the Milford Boston Park Plaza Fee Non-Serviced Loan Combination, the parties hereto acknowledge and agree that the Milford Boston Park Plaza Fee Non-Serviced Mortgage Loan is pari passu in right of payment with the Milford Boston Park Plaza Fee Non-Serviced Companion Loan to the extent set forth in the Milford Boston Park Plaza Fee Intercreditor Agreement. The Milford Boston Park Plaza Fee Directing Holder shall at all times have consent rights and the right to direct the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer with respect to the administration of the Milford Boston Park Plaza Fee Non-Serviced Loan Combination as and to the extent set forth in the related Intercreditor AgreementCombination; provided, that, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the related Boston Park Plaza Intercreditor Agreement) as and to the extent set forth in the related Boston Park Plaza Intercreditor Agreement.
(h) The parties hereto acknowledge and agree that The Mall at Txxxxx Crossing Mortgage Loan is pari passu in right of payment with The Mall at Txxxxx Crossing Companion Loan to the extent set forth in The Mall at Txxxxx Crossing Intercreditor Agreement. The Mall at Txxxxx Crossing Directing Holder shall at all times have consent rights and the right to direct the Master Servicer and Special Servicer (or, on and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer) with respect to the administration of The Mall at Txxxxx Crossing Loan Pair as and to the extent set forth in the related Intercreditor Agreement; provided, that, on and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the related Intercreditor Agreement) as and to the extent set forth in the related Intercreditor Agreement. In connection with the securitization of The Mall at Txxxxx Crossing Companion Loan while it is a Serviced Companion Loan, upon the request of (and at the expense of) the related Serviced Companion Loan holder, each of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Loan holder in attempting to cause the related Mortgagor to provide information relating to The Mall at Txxxxx Crossing Loan Pair 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. On and after The Mall at Txxxxx Crossing Companion Loan Securitization Date, The Mall at Txxxxx Crossing Mortgage Loan and The Mall at Txxxxx Crossing Companion Loan, collectively, shall be a “Non-Serviced Loan Combination,” The Mall at Txxxxx Crossing Companion Loan shall be a “Non-Serviced Companion Loan,” and The Mall at Txxxxx Crossing Mortgage Loan shall be a “Non-Serviced Mortgage Loan.” On The Mall at Txxxxx Crossing Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release, transfer the Mortage File (other than the promissory note evidencing The Mall at Txxxxx Crossing Mortgage Loan, the original of which shall be retained by the Custodian) for The Mall at Txxxxx Crossing Loan Pair to the Other Trustee and retain a copy of each such transferred document and (ii) upon receipt of written request, the Master Servicer shall transfer the Servicer Mortgage File for, and otherwise take all actions reasonably necessary for the transfer of the servicing of, The Mall at Txxxxx Crossing Loan Pair to the Other Master Servicer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)
