Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder. (b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder. (c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder. (d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be. (e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder. (f) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class. (g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted. (h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable. (i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder. (j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement. (k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 6 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Administrator, the Special Servicer and the Senior Trust Advisor of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer Servicer, the Certificate Administrator, the Trustee and Certificate Administrator the Senior Trust Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class CertificateholdersCertificateholders entitled to appoint the Directing Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two five (25) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I Exxxxxxxx Management Group, LLC shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Administrator, the Trustee and the Trustee Senior Trust Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the such Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
(l) At any time that the Controlling Class Certificateholder is the holder of a majority of the Class E Certificates and the Class E Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder or (b) to exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor. Notwithstanding anything to the contrary contained herein, during such time as a Control Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition thereof, such Control Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the sale or transfer of the Class E Certificates to the Non-Waiving Successor and had not also become a Corrected Mortgage Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Administrator, the Special Servicer and the Senior Trust Advisor of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer Servicer, the Certificate Administrator, the Trustee and Certificate Administrator the Senior Trust Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class CertificateholdersCertificateholders entitled to appoint the Directing Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two five (25) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC DoubleLine Capital, LP shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Administrator, the Trustee and the Trustee Senior Trust Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the such Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
(l) At any time that the Controlling Class Certificateholder is the holder of a majority of the Class E Certificates and the Class E Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder or (b) to exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor. Notwithstanding anything to the contrary contained herein, during such time as a Control Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition thereof, such Control Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the sale or transfer of the Class E Certificates to the Non-Waiving Successor and had not also become a Corrected Mortgage Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Servicer, the Certificate Administrator Paying Agent and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator Paying Agent when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, contrary each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicer and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder Certificateholder, and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator Paying Agent shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, Servicer and the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC Citigroup Property Investors shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occursAgreement. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(fe) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(gf) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hg) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(ih) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, Certificateholder and the Directing Certificateholder and any Controlling HolderCertificateholder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Administrator, the Special Servicer and the Senior Trust Advisor of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer Servicer, the Certificate Administrator, the Trustee and Certificate Administrator the Senior Trust Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class CertificateholdersCertificateholders entitled to appoint the Directing Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two five (25) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC Blackrock Financial Management Inc. on behalf of one or more managed funds or accounts shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Administrator, the Trustee and the Trustee Senior Trust Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the such Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
(l) Notwithstanding anything to the contrary contained herein, during such time as a Control Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition thereof, such Control Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class F Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan and had not also become a Corrected Mortgage Loan prior to its becoming the Non-Waiving Successor until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC BlackRock Financial Management, Inc. on behalf of one or more managed accounts or funds, shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, Certificateholder and the Directing Certificateholder and any Controlling HolderCertificateholder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(ki) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C8), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C8)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer Servicer, the Senior Trust Advisor, the Trustee and Certificate Administrator when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoingLNR Securities Holding, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the such Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
(l) Notwithstanding anything to the contrary contained herein, during such time as a Control Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition thereof, such Control Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the sale or transfer of the Class E Certificates to the Non-Waiving Successor and had not also become a Corrected Mortgage Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC BlackRock Financial Management, Inc. on behalf of one or more managed accounts or funds, shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(fe) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(gf) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hg) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable[Reserved.]
(ih) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, Certificateholder and the Directing Certificateholder and any Controlling HolderCertificateholder.
(ji) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement[Reserved.]
(kj) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Administrator, the Special Servicer and the Senior Trust Advisor of the transfer of any Certificate of a Controlling ClassClass via Exhibit NN attached hereto, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer Servicer, the Certificate Administrator, the Trustee and Certificate Administrator the Senior Trust Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class CertificateholdersCertificateholders entitled to appoint the Directing Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder. In the event that (i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Senior Trust Advisor receives written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Senior Trust Advisor that it is the new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Senior Trust Advisor shall be entitled to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling Class.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two five (25) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC BlackRock Realty Advisors, Inc., on behalf of one or more managed funds or accounts, shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Administrator, the Trustee and the Trustee Senior Trust Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any AB Whole Loan Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the such Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
(l) At any time that the Controlling Class Certificateholder is the holder of a majority of the Class E Certificates and the Class E Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder or (b) to exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor, the Certificate Administrator (which shall be via email to txxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx), the Master Servicer, the Special Servicer and the Senior Trust Advisor. Notwithstanding anything to the contrary contained herein, during such time as a Control Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition thereof, such Control Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the sale or transfer of the Class E Certificates to the Non-Waiving Successor and had not also become a Corrected Mortgage Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.
(m) Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the Master Servicer, the Special Servicer and the Senior Trust Advisor notice of such event and the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Event or (ii) any Consultation Termination Event. Upon the Certificate Administrator’s determination that a Control Event or a Consultation Termination Event has occurred or is terminated, the Certificate Administrator shall, within 10 Business Days, post a “special notice” on the Certificate Administrator’s Website pursuant to this provision. In the event that a Control Event has occurred due to a reduction of the Certificate Balance of the Class E Certificates (taking into account the application of any Appraisal Reductions to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control Event has occurred due to the reduction of the Certificate Balance of the Class E Certificates to less than 25% of the Original Certificate Balance thereof.” In the event that a Control Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class E Certificateholder who has become the Controlling Class Certificateholder of its right to appoint a Directing Certificateholder or to exercise any of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control Event and a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder of its rights as Controlling Class Certificateholder.” In the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate Balance, in each case without regard to the application of any Appraisal Reductions, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Appraisal Reductions.” In the event of any transfer of a Class E Certificate, and upon notice to the Certificate Administrator in the form of Exhibit NN that results in a termination of a Control Event or a Consultation Termination Event, such “special notice” shall state: “A Consultation Termination Event or a Control Event has been terminated and is no longer in effect due to a transfer of a majority interest of the Controlling Certificates to an unaffiliated third party which has terminated any waiver by the prior Holder.”
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Trustee and to notify the Master ServicerServicers, the Certificate Administrator Trustee and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master ServicerServicers, Special Servicer and Certificate Administrator Trustee when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) A "Controlling Class" as of any time of determination shall be as defined in Article I hereof.
(c) Once a Directing Certificateholder has been selected, each of the Master ServicerServicers, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Trustee and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master ServicerServicers, Special Servicer, the Trustee, the Certificate Administrator Trustee and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Trustee shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(cd) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee Servicers shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder Certificateholder, and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator Trustee shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, Servicer and the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, Servicers a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Trustee shall notify the Trustee, the Senior Trust Advisor, the Master Servicer Servicers and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC American Capital Strategies, Ltd. shall be the initial Directing Certificateholder (provided, with respect to the Brookdale Office Portfolio AB Mortgage Loan, the Jordan Creek AB Mortgage Loan and the Houston Galleria Loan, the related Whole Loan Controlling Holder shall be the Directing Certificateholder to the extent set forth in the definition of Directing Certificateholder) and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occursAgreement. Until it receives notice to the contrary, each of the Master ServicerServicers, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Servicer and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Trustee shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) Until it receives notice to the contrary, each of the Master Servicers, the Special Servicer and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(i) All requirements of the Master Servicer Servicers and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole the Houston Galleria Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to the Houston Galleria Whole Loan, the Brookdale Office Portfolio Loan Pair and the Jordan Creek Loan Pair, except during the continuance of a Serviced Whole Loan and any approval and consent rights in this Agreement Control Appraisal Event with respect to the Serviced related Whole Loan, the rights of the Directing Certificateholder with respect to the related Serviced Whole Loan shall instead be exercised by the related Companion Holder or Houston Galleria Controlling Holder, as applicable, including the rights of the Directing Certificateholder to receive or access any reports, information or notices with respect to the related Whole Loan, and any such reports, information or notices herein required to be delivered shall also be delivered or provided to each Companion Holder with respect to such Whole Loans and the Houston Galleria Controlling Holder. Following the occurrence and during the continuance of a Houston Galleria Control Appraisal Event, the Directing Certificateholder shall exercise such rights with respect to the Houston Galleria Whole Loan in accordance conjunction with the related holders of the Houston Galleria Pari Passu Companion Loans (or the controlling class of any Houston Galleria Companion Loan Securities, if applicable), pursuant to the procedures set forth in the Houston Galleria Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp. Series 2005-Ldp5), Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp. Series 2005-Ldp5)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC CIBX Commercial Mortgage, LLC, shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(fe) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(gf) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hg) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder (notwithstanding the occurrence and continuance of a Control Event, if applicable) contained in this Agreement shall also apply to each entitle, at all times while any Subordinate Companion Loan Holder is also the AB Whole Loan Controlling Holder with respect to the related AB Whole Loan under the terms of the related Intercreditor Agreement, such Subordinate Companion Loan Holder to receive such information relating with respect to the related AB Mortgage Loan or a Serviced Whole and the related Subordinate Companion Loan, as applicable; provided, however, that neither the Master Servicer nor the Special Servicer shall provide information that comprises Privileged Information following the date upon which they receive notice that such Subordinate Companion Loan Holder is no longer the AB Whole Loan Controlling Holder with respect to such AB Whole Loan under the terms of the related Intercreditor Agreement, and thereafter the Master Servicer and the Special Servicer shall only be required to provide such Subordinate Companion Loan Holder with such information as is expressly required to be delivered under the related Intercreditor Agreement; provided, however, that nothing in this subsection (g) shall in any way eliminate the obligation to deliver any information required to be delivered under the related Intercreditor Agreement.
(ih) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, Certificateholder and the Directing Certificateholder and any the AB Loan Controlling Holder.
(ji) With respect to a Serviced each AB Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced such AB Whole Loan, the related Serviced AB Whole Loan Controlling Holder shall be entitled to exercise such rights in accordance with the related Intercreditor Agreement.
(kj) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master ServicerServicers, the Certificate Administrator Paying Agent and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master ServicerServicers, Special Servicer and Certificate Administrator Paying Agent when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder. Redwood Trust, Inc. has been selected as the initial Directing Certificateholder and no notice is required for such initial designation.
(b) Once a Directing Certificateholder has been selected, each of the Master ServicerServicers, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master ServicerServicers, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, contrary each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicers and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder Certificateholder, and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator Paying Agent shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, Servicer and the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, Servicers a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer Servicers and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC Redwood Trust, Inc. shall be the initial Directing Certificateholder and the initial Controlling Class Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Agreement.
(e) Until it receives notice to the contrary, each of the Master ServicerServicers, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder and the Controlling Class Certificateholder.
(f) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(g) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan, the holder of the related Serviced Mortgage Loan shall exercise such rights in accordance with the related Intercreditor Agreement, provided that the Directing Certificateholder may exercise the portion of such rights allocated to the related Serviced Mortgage Loan.
(h) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hi) All requirements of the Master Servicer Servicers and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Trustee and to notify the Master Servicer, the Certificate Administrator Trustee and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator Trustee when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) A "Controlling Class" as of any time of determination shall be the Class outstanding with the most subordinate Class of Regular Certificates having at least 25% of its initial Certificate Balance.
(c) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Trustee and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Trustee and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Trustee shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(cd) Until it receives notice to the contrary, contrary each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicer and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder Certificateholder, and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator Trustee shall deliver to the Trustee, Special Servicer and the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Trustee shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC ARCap CMBS Fund II REIT, Inc. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing CertificateholderAgreement.
(f) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Trustee shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(g) Each Certificateholder acknowledges With respect to the Grace Building Whole Loan, the Grace Building B Noteholders shall be entitled in accordance with this Section 3.29 to select a representative (the "Grace Building B Note Representative"). However, following the occurrence and agreesduring the continuance of a Grace Building Control Appraisal Event, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those Grace Building B Note Representative shall not be authorized to exercise any of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any its approval and consent rights in this Agreement with respect to the Serviced Grace Building Whole Loan; and (ii) the majority of the holders of the Directing Certificateholder and the holders of the Grace Building Senior Companion Notes or if any such note has been securitized, a representative appointed by the related Serviced Whole Loan Controlling Holder controlling class of that securitization (the "Grace Building Majority Senior Holders") shall exercise such rights pursuant to the procedures set forth in accordance the Grace Building Co-Lender Agreement. The "Grace Building Directing Holder" shall be (a) to the extent a Grace Building Control Appraisal Event is not continuing, the Majority Note B Lenders as defined in the Grace Building Co-Lender Agreement and (b) upon the occurrence and continuance of a Grace Building Control Appraisal Event, the Grace Building Majority Senior Holders. Upon (i) the receipt by the Trustee and the Companion Paying Agent of written requests for the selection of a Grace Building B Note Representative from the Grace Building B Noteholder or (ii) the resignation or removal of the Person acting as Grace Building B Note Representative, the Companion Paying Agent shall promptly notify the Depositor and the holders of the Grace Building B Note that they may select a Grace Building B Note Representative. Such notice shall set forth the process for selecting a Grace Building B Note Representative, which shall be the designation of such Grace Building B Note Representative by the Grace Building B Noteholders by a writing delivered to the Trustee and the Companion Paying Agent. No appointment of any Person as a Grace Building B Note Representative shall be effective until such Person provides the Trustee and the Companion Paying Agent with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). The Companion Paying Agent shall promptly provide such contact information relating to the Grace Building B Note Representative to the Trustee, the Servicer and Special Servicer. Any Grace Building B Note Representative appointed hereunder shall be automatically removed in the event that any Holder of the Grace Building B Note or an Affiliate of such Holder becomes the Grace Building Whole Loan borrower or affiliate of the borrower under the Grace Building Whole Loan. Except as otherwise agreed with the related Intercreditor Agreement.
Holder of the Grace Building B Note, no Grace Building B Note Representative nor any Person (kor any representative of any such Person) The Certificate Registrar who holds a Grace Building Senior Companion Note shall determine which Class of Certificates is owe any fiduciary duty to the then-current Controlling Class within two (2) Business Days of a request from Trustee, the Master Servicer, the Special Servicer, Certificate Administrator, Trustee, Servicer or any Certificateholder and provide such information to the requesting partyCertificateholder.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P.Morgan Chase Commercial Mortgage Securities Series 2004-Cibc9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C2)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Administrator, the Special Servicer and the Senior Trust Advisor of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer Servicer, the Certificate Administrator, the Trustee and Certificate Administrator the Senior Trust Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class CertificateholdersCertificateholders entitled to appoint the Directing Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two five (25) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment Xxxxxxx Xxxxxxxx Partners Asset Based Value Master Fund I LLC L.P. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Administrator, the Trustee and the Trustee Senior Trust Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the such Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
(l) Notwithstanding anything to the contrary contained herein, during such time as a Control Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition thereof, such Control Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the sale or transfer of the Class E Certificates to the Non-Waiving Successor and had not also become a Corrected Mortgage Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C17)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Servicer, the Certificate Administrator Paying Agent and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator Paying Agent when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate AdministratorPaying Agent, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator Paying Agent shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, Servicer and the Master Servicer a list of each Controlling Class Certificateholder and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I Torchlight Investors LLC on behalf of one or more managed accounts shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(fe) If to the extent the Certificate Administrator Paying Agent determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(gf) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hg) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable[Reserved.]
(ih) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, Certificateholder and the Directing Certificateholder and any Controlling HolderCertificateholder.
(ji) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement[Reserved.]
(kj) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Servicer, the Certificate Administrator Paying Agent and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator Paying Agent when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) A "Controlling Class" as of any time of determination shall be as defined in Article I hereof.
(c) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp Series 2005-Ldp3), Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp Series 2005-Ldp3)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Administrator, the Special Servicer and the Senior Trust Advisor of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer Servicer, the Certificate Administrator, the Trustee and Certificate Administrator the Senior Trust Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class CertificateholdersCertificateholders entitled to appoint the Directing Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two five (25) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC Saba Capital Management, L.P. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Administrator, the Trustee and the Trustee Senior Trust Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the such Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
(l) Notwithstanding anything to the contrary contained herein, during such time as a Control Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition thereof, such Control Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non- Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan and had not also become a Corrected Mortgage Loan prior to its becoming the Non-Waiving Successor until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC RREF CMBS AIV XX XX, LP shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, Certificateholder and the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Trustee and to notify the Master Servicer, the Certificate Administrator Trustee and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator Trustee when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Trustee and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Trustee and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Trustee shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of contrary the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicer and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder Certificateholder, and the Directing Certificateholder.
(d) In Upon request, the event that no Directing Certificateholder has been appointed or identified Trustee shall deliver to the Master Special Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Trustee shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC American Capital Strategies, Ltd. shall be the initial Directing Certificateholder and the initial Controlling Class Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Agreement.
(e) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Servicer and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder and the Controlling Class Certificateholder.
(f) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Trustee shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(g) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan, the holder of the related Serviced Mortgage Loan shall exercise such rights in accordance with the related Intercreditor Agreement; provided that the Directing Certificateholder may exercise the portion of such rights allocated to the related Serviced Mortgage Loan.
(h) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hi) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and (subject to any approval and consent rights in this Agreement with respect to confidentiality requirements imposed upon the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor AgreementDirecting Certificateholder).
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Administrator, the Special Servicer and the Senior Trust Advisor of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer Servicer, the Certificate Administrator, the Trustee and Certificate Administrator the Senior Trust Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class CertificateholdersCertificateholders entitled to appoint the Directing Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two five (25) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I Torchlight Investors LLC shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement Agreement, there is no Directing Certificateholder pursuant to the definition thereof, or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Administrator, the Trustee and the Trustee Senior Trust Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any AB Whole Loan Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the such Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
(l) At any time that the Controlling Class Certificateholder is the holder of a majority of the Class E Certificates and the Class E Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder or (b) to exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor. Notwithstanding anything to the contrary contained herein, during such time as a Control Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii)(a) of the definition of Control Event and clause (ii) of the definition of Consultation Termination Event, such Control Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non- Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the sale or transfer of the Class E Certificates to the Non-Waiving Successor and had not also become a Corrected Mortgage Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Administrator, the Special Servicer and the Senior Trust Advisor of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer Servicer, the Certificate Administrator, the Trustee and Certificate Administrator the Senior Trust Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class CertificateholdersCertificateholders entitled to appoint the Directing Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two five (25) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC Blackrock Financial Management Inc. on behalf of one or more managed funds or accounts shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Administrator, the Trustee and the Trustee Senior Trust Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the such Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
(l) At any time that the Controlling Class Certificateholder is the holder of a majority of the Class E Certificates and the Class E Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder or (b) to exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor. Notwithstanding anything to the contrary contained herein, during such time as a Control Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition thereof, such Control Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan and had not also become a Corrected Mortgage Loan prior to its becoming the Non-Waiving Successor until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Administrator, the Special Servicer and the Senior Trust Advisor of the transfer of any Certificate of a Controlling ClassClass by delivering a notice to each such Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer Servicer, the Certificate Administrator, the Trustee and Certificate Administrator the Senior Trust Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class CertificateholdersCertificateholders entitled to appoint the Directing Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder. In the event that (i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Senior Trust Advisor receives written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Senior Trust Advisor that it is the new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Senior Trust Advisor shall be entitled to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling Class.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two five (25) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC Exxxxxxxx Management Group, LLC, shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Administrator, the Trustee and the Trustee Senior Trust Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any AB Whole Loan Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the such Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
(l) At any time that the Controlling Class Certificateholder is the holder of a majority of the Class E Certificates and the Class E Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder or (b) to exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor, the Certificate Administrator (which shall be via email to txxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx), the Master Servicer, the Special Servicer and the Senior Trust Advisor. Notwithstanding anything to the contrary contained herein, during such time as a Control Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition thereof, such Control Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan or the Trust Companion Loan that became a Specially Serviced Mortgage Loan prior to the sale or transfer of the Class E Certificates to the Non-Waiving Successor and had not also become a Corrected Mortgage Loan prior to such sale or transfer until such time as such Mortgage Loan or the Trust Companion Loan becomes a Corrected Mortgage Loan.
(m) Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the Master Servicer, the Special Servicer and the Senior Trust Advisor notice of such event and the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Event or (ii) any Consultation Termination Event. Upon the Certificate Administrator’s determination that a Control Event or a Consultation Termination Event has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s Website pursuant to this provision. In the event that a Control Event has occurred due to a reduction of the Certificate Balance of the Class E Certificates (taking into account the application of any Appraisal Reductions to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control Event has occurred due to the reduction of the Certificate Balance of the Class E Certificates to less than 25% of the Original Certificate Balance thereof.” In the event that a Control Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class E Certificateholder who has become the Controlling Class Certificateholder of its right to appoint a Directing Certificateholder or to exercise any of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control Event and a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder of its rights as Controlling Class Certificateholder.” In the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate Balance, in each case without regard to the application of any Appraisal Reductions, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Appraisal Reductions.” In the event of any transfer of a Class E Certificate, and upon notice to the Certificate Administrator in the form of Exhibit NN that results in a termination of a Control Event or a Consultation Termination Event, such “special notice” shall state: “A Consultation Termination Event or a Control Event has been terminated and is no longer in effect due to a transfer of a majority interest of the Controlling Certificates to an unaffiliated third party which has terminated any waiver by the prior Holder.”
(n) Notwithstanding anything to the contrary in this Agreement, in the event that the U-Haul Self Storage Mortgage Loan has been paid in full and control and consultation rights have transferred pursuant to the terms of the related Intercreditor Agreement to the holder of the Trust Companion Loan, then the holder of the majority of the Voting Rights with respect to the Class UHP Certificates shall have all the rights of the Directing Certificateholder and the Controlling Class Certificateholder under this Agreement (provided that such holder shall promptly notify all the parties hereto, in writing, that it owns the majority of the Voting Rights with respect to the Class UHP Certificates and the parties hereto shall be entitled to rely on such written notification without independently verifying that such holder actually owns the majority of the Voting Rights with respect to the Class UHP Certificates), including without limitation, the right to remove the Special Servicer, with or without cause, but in all cases, solely with respect to the U-Haul Self Storage Mortgage Loan and Trust Companion Loan.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Trustee and to notify the Master ServicerServicers, the Certificate Administrator Trustee and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master ServicerServicers, Special Servicer and Certificate Administrator Trustee when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master ServicerServicers, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Trustee and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master ServicerServicers, Special Servicer, the Trustee, the Certificate Administrator Co-Trustee and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Trustee shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, contrary each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicers and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder Certificateholder, and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator Trustee shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, Servicer and the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, Servicers a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Trustee shall notify the Trustee, the Senior Trust Advisor, the Master Servicer Servicers and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC JER Investors Trust Inc. shall be the initial Directing Certificateholder and the initial Controlling Class Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Agreement.
(e) Until it receives notice to the contrary, each of the Master ServicerServicers, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Co-Trustee and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder and the Controlling Class Certificateholder.
(f) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Trustee shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(g) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan, the holder of the related Serviced Mortgage Loan shall exercise such rights in accordance with the related Intercreditor Agreement, provided that the Directing Certificateholder may exercise the portion of such rights allocated to the related Serviced Mortgage Loan.
(h) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hi) All requirements of the Master Servicer Servicers and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Servicer, the Certificate Administrator Paying Agent, the Trustee and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer Servicer, the Paying Agent and Certificate Administrator Trustee when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) A "Controlling Class" as of any time of determination shall be the Class outstanding with the most subordinate Class of Regular Certificates having at least 25% of its initial Certificate Balance.
(c) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and Trustee and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(cd) Until it receives notice to the contrary, contrary each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicers and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder Certificateholder, and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator Paying Agent shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, Servicer and the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC ARCap REIT, Inc. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement.
(f) If at any time a Book-Entry Certificate belongs to a Controlling Class, the Paying Agent shall notify the related Certificateholders (through the Depository) of such event and shall request that it be informed of any change in the identity of the related Certificate Owner from time to time.
(g) If a Control Appraisal Event exists with respect to the Republic Plaza Companion Loan, the Republic Plaza Controlling Holder shall be entitled in accordance with this Section 3.29 to select the Republic Plaza Representative having the rights and powers specified in this Agreement or until a Consultation Termination Event occursto replace an existing Republic Plaza Representative. Until it receives notice Solely for purposes of determining the identity of the Republic Plaza Controlling Holder, the Certificate Balances of the Class RP Certificates will be reduced by any Appraisal Reductions with respect to the contraryRepublic Plaza Mortgage Loan, each in the following order of priority, first, to the Class RP-5 Certificates until its Certificate Balance has been reduced to zero, second, to the Class RP-4 Certificates until its Certificate Balance has been reduced to zero, third, to the Class RP-3 Certificates until its Certificate Balance has been reduced to zero, fourth, to the Class RP-2 Certificates until its Certificate Balance has been reduced to zero, and fifth, to the Class RP-1 Certificates until its Certificate Balance has been reduced to zero. Upon
(i) the receipt by the Paying Agent of written requests for the selection of a Republic Plaza Representative from the Republic Plaza Controlling Holder (or, in the case of Book-Entry Certificates, the Certificate Owners), or (ii) the resignation or removal of the Person acting as Republic Plaza Representative, the Paying Agent shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Paying Agent or identified thereto by the Depository or the Depository Participants, the Certificate Owners) of the Class RP Certificates that they may select a Republic Plaza Representative. Such notice shall set forth the process for selecting a Republic Plaza Representative, which shall be the designation of such Republic Plaza Representative by the Republic Plaza Controlling Holder by a writing delivered to the Paying Agent. No appointment of any Person as a Republic Plaza Representative shall be effective until such Person provides the Paying Agent with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). Any Republic Plaza Representative appointed hereunder shall be automatically removed in the event that any Holder of the Class RP Certificates or an Affiliate of such Holder becomes the Republic Plaza Whole Loan borrower under the Republic Plaza Whole Loan. Except as otherwise agreed with the related Holders of the Class RP Certificates, no Republic Plaza Representative shall owe any fiduciary duty to the Paying Agent, the Master Servicer, the Special Servicer or any Certificateholder.
(h) Within ten (10) Business Days (or as soon thereafter as practicable if the Class RP Certificates are Book-Entry Certificates) of receiving a request therefor from the Master Servicer or Special Servicer, the Senior Trust AdvisorPaying Agent shall deliver to the requesting party the identity of the Republic Plaza Representative and a list of each Holder of the Class RP Certificates, including, in each case, names and addresses. With respect to such information, the Certificate Administrator Paying Agent shall be entitled to conclusively rely on information provided to it by the Depository, and the Trustee Master Servicer and the Special Servicer shall be entitled to rely on such information provided by the preceding sentence Paying Agent with respect to any obligation or right hereunder that the identity Master Servicer and the Special Servicer may have to deliver information or otherwise communicate with the Republic Plaza Representative or any of the Directing CertificateholderHolders (or, if applicable, Certificate Owners) of the Class RP Certificates. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Republic Plaza Representative, the Paying Agent shall notify the other parties to this Agreement of such event. The expenses incurred by the Paying Agent in connection with obtaining information from the Depository or Depository Participants with respect to any Book-Entry Certificate shall be expenses of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).
(fi) If A Republic Plaza Representative may at any time resign as such by giving written notice to the extent Paying Agent and to each Holder (or, in the Certificate Administrator determines that a Class case of Book-Entry Certificates is the Controlling ClassCertificates, the Certificate Administrator shall notify the related Certificateholders of such Class (through the DepositoryOwner) of the Class becoming RP Certificates. The Holders (or, in the Controlling Classcase of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Certificate Balance of all the Class RP Certificates shall be entitled to remove any existing Republic Plaza Representative by giving written notice to the Paying Agent and to such existing Republic Plaza Representative.
(gj) Each Certificateholder acknowledges Once a Republic Plaza Representative has been selected pursuant to this Section 3.29, each of the parties to this Agreement and agreeseach Holder (or Certificate Owner, if applicable) of the Class RP Certificates shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Class RP Certificates, by its acceptance aggregate Certificate Balance, or the Republic Plaza Representative, as applicable, shall have notified the Paying Agent and each other Holder (or, in the case of its Book-Entry Certificates, that: Certificate Owner) of the Class RP Certificates, in writing, of the resignation or removal of the Republic Plaza Representative.
(k) Any and all expenses of a Republic Plaza Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of the Class RP Certificates, pro rata, according to their respective Percentage Interests in such Classes, and not by the Trust. Notwithstanding the foregoing, if a claim is made against a Republic Plaza Representative by a Mortgagor with respect to this Agreement or the Republic Whole Loan, such Republic Plaza Representative shall immediately notify the Trustee, the Master Servicer, the Paying Agent and the Special Servicer, whereupon (if the Special Servicer or the Trust Fund are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) such Republic Plaza Representative had acted in good faith, without negligence or willful misfeasance with regard to the Directing Certificateholder may have special relationships particular matter, and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) there is no potential for the Directing Certificateholder may act solely Special Servicer or the Trust Fund to be an adverse party in such action as regards such Republic Plaza Representative) the interests Special Servicer on behalf of the Holders of Trust Fund shall, subject to Section 6.03, assume the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders defense of any Class such claim against such Republic Plaza Representative. This provision shall survive the termination of Certificates other than this Agreement and the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests termination or resignation of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so actedsuch Republic Plaza Representative.
(hl) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) with respect to the Republic Plaza Whole Loan to the Directing Certificateholder or the Controlling Class Certificateholder contained in this Agreement shall also apply to the Republic Plaza Representative and the Master Servicer and the Special Servicer shall also deliver to make available such notices, reports, statements or other information that it delivers or makes available to the Directing Certificateholder or Controlling Class Certificateholder.
(m) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced the Republic Plaza Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Servicer, the Certificate Administrator Paying Agent and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator Paying Agent when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) A "Controlling Class" as of any time of determination shall be the Class outstanding with the most subordinate Class of Regular Certificates having at least 25% of its initial Certificate Balance.
(c) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(cd) Until it receives notice to the contrary, contrary each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicer and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder Certificateholder, and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator Paying Agent shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, Servicer and the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC JER Investors Trust Inc. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occursAgreement. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Paying Agent and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(i) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or Loan. If a Serviced Whole Loan345 Park Avenue South Control Appraisal Event has occurred and is contixxxxx, as applicable.
xxxx: (ix) Until it receives notice xxx 345 Park Avenue South B Note Representative shall not be authorized to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval xxxxxxxx xxx xx xxx xxxroval and consent rights in this Agreement with respect to the Serviced 345 Park Avenue South Whole Loan; and (ii) the Directing Certificateholxxx xxxxx xxxxxxxx xxch rights; provided, however, that the related Serviced Whole Loan Controlling Holder 345 Park Avenue South B Note Representative shall exercise such rights in accordance with the related Intercreditor nevertheless retain txx xxxxx xx xxxxxxx xxxtributions, notices and reports under this Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Servicer, the Certificate Administrator Paying Agent and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator Paying Agent when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Paying Agent and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator Paying Agent shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, Servicer and the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC American Capital Strategies, Ltd. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occursAgreement. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(fe) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(gf) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hg) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced the Bank of America Plaza Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc17)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Administrator, the Special Servicer and the Senior Trust Advisor of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer Servicer, the Certificate Administrator, the Trustee and Certificate Administrator the Senior Trust Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class CertificateholdersCertificateholders entitled to appoint the Directing Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two five (25) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC Eightfold Real Estate Capital, L.P. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Administrator, the Trustee and the Trustee Senior Trust Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the such Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
(l) Notwithstanding anything to the contrary contained herein, during such time as a Control Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition thereof, such Control Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Mortgage Loan prior to the sale or transfer of the Class E Certificates to the Non-Waiving Successor and had not also become a Corrected Mortgage Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C15)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master ServicerServicers, the Certificate Administrator Paying Agent and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master ServicerServicers, Special Servicer and Certificate Administrator Paying Agent when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) A "Controlling Class" as of any time of determination shall be the Class outstanding with the most subordinate Class of Regular Certificates having at least 25% of its Original Certificate Balance.
(c) Once a Directing Certificateholder has been selected, each of the Master ServicerServicers, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master ServicerServicers, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(cd) Until it receives notice to the contrary, contrary each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicers and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder Certificateholder, and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator Paying Agent shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, Servicer and the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, Servicers a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer Servicers and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC JER Investor Trust Inc. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occursAgreement. Until it receives notice to the contrary, each of the Master ServicerServicers, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) Until it receives notice to the contrary, each of the Master Servicers, the Special Servicer, the Paying Agent and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(i) All requirements of the Master Servicer Servicers and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to If a Serviced Whole Loan Roundy's Distribution Center Control Appraisal Event has occurred and ix xxxxxxuing, then: (i) the Roundy's Distribution Center B Note Representative shall not be authorixxx xx xxercise any of its approval and consent rights in this Agreement with respect to the Serviced Roundy's Distribution Center Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.; and
Appears in 1 contract
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Paying Agent, the Servicer, the Certificate Administrator and Special Servicer and Trustee of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Paying Agent Servicer, Special Servicer and Certificate Administrator Trustee when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) A "Controlling Class" as of any time of determination shall be the Class outstanding with the most subordinate Class of Regular Certificates having at least 25% of its initial Class Balance.
(c) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Paying Agent, Servicer, Special Servicer, the Trustee, the Certificate Administrator Servicer and Trustee and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(cd) Until it receives notice to the contrary, contrary each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicer and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon requestWithin 30 days of the Closing Date, the Certificate Administrator Paying Agent shall deliver to the Trustee, Special Servicer and the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoingARCap CMBS Fund REIT, CPUSI CMBS-B Co-Investment I LLC Inc. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occursAgreement. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository, unless the Paying Agent shall have been previously provided with the name and address of such Certificateholder) of such event and shall request that it be informed of any change in the Class becoming identity of the Controlling Classrelated Certificate Owner from time to time.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements In the event the Simon Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Class SP Certificates representing more than 25% of the Master Class Balance of the most subordinate Class SP Certificates (the "Class SP Controlling Holders") shall be entitled in accordance with this Section 3.28 to select a representative (the "Simon Representative") having the rights and powers specified in this Agreement or to replace an existing Simon Representative. Solely for purposes of selecting or replacing the Simon Representative, the Certificate Balances of the Class SP Certificates will be reduced by any Appraisal Reductions with respect to the Simon Mortgage Loan, in the following order of priority, first, to the Class SP-3 Certificates until its Certificate Balance has been reduced to zero, second, to the Class SP-2 Certificates until its Certificate Balance has been reduced to zero and third, to the Class SP-1 Certificates until its Certificate Balance has been reduced to zero. Upon
(i) the receipt by the Paying Agent of written requests for the selection of a Simon Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Class SP Certificates representing more than 25% of the Class Principal Balance of all Class SP Certificates, or (ii) the resignation or removal of the Person acting as Simon Representative, the Paying Agent shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Paying Agent or identified thereto by the Depository or the Depository Participants, the Certificate Owners) of the Class SP Certificates that they may select a Simon Representative. Such notice shall set forth the process for selecting a Simon Representative, which shall be the designation of the Simon Representative by the Class SP Controlling Holders by a writing delivered to the Paying Agent. No appointment of any Person as a Simon Representative shall be effective until such Person provides the Paying Agent with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). The rights of Class SP Controlling Holders to select a Simon Representative and all consent, approval, option rights, rights to reports, notice and copies shall be automatically terminated in the event that any Class SP Certificateholder or an Affiliate of such Class SP Certificateholder becomes the Simon Mortgage Loan borrower under the Simon Mortgage Loan. Except as otherwise agreed with the related Class SP Certificateholders, no such Simon Representative shall owe any fiduciary duty to the Paying Agent, Trustee, the Servicer, the Special Servicer or any Certificateholder.
(i) Within ten (10) Business Days (or as soon thereafter as practicable if the Class SP Certificates are Book-Entry Certificates) of receiving a request therefor from the Servicer or Special Servicer, the Paying Agent shall deliver to the requesting party the identity of the Simon Representative and a list of each Holder of the Class SP Certificates, including, in each case, names and addresses. With respect to such information, the Paying Agent shall be entitled to conclusively rely on information provided to it by the Depository, and the Servicer and the Special Servicer shall be entitled to provide noticesrely on such information provided by the Paying Agent with respect to any obligation or right hereunder that the Servicer and the Special Servicer may have to deliver information or otherwise communicate with the Simon Representative or any of the Holders (or, reportsif applicable, statements Certificate Owners) of the Class SP Certificates. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Simon Representative, the Paying Agent shall notify the other parties to this Agreement of such event. The expenses incurred by the Paying Agent in connection with obtaining information from the Depository or Depository Participants with respect to any Book-Entry Certificate shall be expenses of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).
(j) A Simon Representative may at any time resign as such by giving written notice to the Paying Agent and to each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Class SP Certificates. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of all Class SP Certificates shall be entitled to remove any existing Simon Representative by giving written notice to the Paying Agent and to such existing Simon Representative.
(k) Once a Simon Representative has been selected pursuant to this Section 3.28 each of the parties to this Agreement and each Class SP Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Class SP Certificates, by aggregate Certificate Principal Balance, or such Simon Representative, as applicable, shall have notified the Paying Agent, the Servicer and the Special Servicer and each other Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Class SP Certificates, in writing, of the resignation or removal of such Simon Representative.
(l) Any and all expenses of the Simon Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Class SP Certificates, pro rata according to their respective Percentage Interests in such Classes, and not by the Trust Fund. Notwithstanding the foregoing, if a claim is made against the Simon Representative by a Mortgagor with respect to this Agreement or the Simon Mortgage Loan, the Simon Representative shall immediately notify the Paying Agent, the Servicer and the Special Servicer, whereupon (if the Special Servicer or the Trust Fund are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Simon Representative had acted in good faith, without negligence or willful misfeasance with regard to the particular matter, and (ii) there is no potential for the Special Servicer or the Trust Fund to be an adverse party in such action as regards the Simon Representative) the Special Servicer on behalf of the Trust Fund shall, subject to Section 6.03, assume the defense of any such claim against the Simon Representative. This provision shall survive the termination of this Agreement and the termination or resignation of the Simon Representative.
(m) All rights to, and requirements for, information (including the delivery of information or access to information on a websiteinformation) provided to the Directing Certificateholder Controlling Class Representative contained in this Agreement herein shall also apply to the Simon Representative with respect to information relating to the Simon Mortgage Loan.
(n) All rights to, and requirements for, information (including the delivery of information or access to information) provided to the Controlling Class Representative contained herein shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(io) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Simon Representative, the Controlling Class Certificateholder and the Directing Certificateholder.
(p) Notwithstanding anything to the contrary contained herein, since the Special Servicer is not acting as the special servicer for the 75/101 Companion Loan, the Directing Certificateholder and any Controlling Holder.
(j) With respect shall have no authority to a Serviced Whole Loan and any approval and consent rights in this Agreement advise or direct the Special Servicer with respect to the Serviced Whole Loan75/101 Federax Xxxxxx Xxxxxxxx Xxxn, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with 75/101 Federax Xxxxxx Xxxxxxxxx Xxan or the related Intercreditor AgreementMortgaged Property.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Pas THR Cer Ser 2002-C2)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Servicer, the Certificate Administrator Paying Agent and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator Paying Agent when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) A "Controlling Class" as of any time of determination shall be the Class outstanding with the most subordinate Class of Regular Certificates having at least 25% of its initial Certificate Balance.
(c) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(cd) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Paying Agent and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator Paying Agent shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, Servicer and the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC JER Investors Trust Inc. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occursAgreement. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Paying Agent, the Servicer, the Certificate Administrator and Special Servicer and Trustee of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Paying Agent Servicer, Special Servicer and Certificate Administrator Trustee when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) A "Controlling Class" as of any time of determination shall be the Class outstanding with the most subordinate Class of Regular Certificates having at least 25% of its initial Class Balance.
(c) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Paying Agent, Servicer, Special Servicer, the Trustee, the Certificate Administrator Servicer and Trustee and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(cd) Until it receives notice to the contrary, contrary each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicer and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon requestWithin 30 days of the Closing Date, the Certificate Administrator Paying Agent shall deliver to the Trustee, Special Servicer and the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC First Chicago Capital Corporation shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occursAgreement. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository, unless the Paying Agent shall have been previously provided with the name and address of such Certificateholder) of such event and shall request that it be informed of any change in the Class becoming identity of the Controlling Classrelated Certificate Owner from time to time.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; (v) the Directing Certificateholder will not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having so acted, absent willful misfeasance, bad faith or negligence; and (vvi) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All rights to, and requirements of the Master Servicer and the Special Servicer to provide noticesfor, reports, statements or other information (including the delivery of information or access to information on a websiteinformation) provided to the Directing Certificateholder contained in this Agreement herein shall also apply to each the Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, Certificateholder and the Directing Certificateholder and any Controlling HolderCertificateholder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Comm Mort Pass THR Certs Ser 2003-Pm1)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Servicer, the Certificate Administrator and Special Servicer Paying Agent of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator Paying Agent when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) A "Controlling Class" as of any time of determination shall be the Class outstanding with the most subordinate interest in the Trust Fund having at least 25% of its initial Class Balance.
(c) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(cd) Until it receives notice Within 30 days of the Closing Date, the Paying Agent shall deliver to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicer and the Trustee shall be entitled to rely on the most recent notification with respect to the identity Servicer a list of the each Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding .
(e) If at any time a Book-Entry Certificate belongs to a Controlling Class, the foregoingPaying Agent shall notify the related Certificateholders (through the Depository, CPUSI CMBS-B Co-Investment I LLC unless the Paying Agent shall be have been previously provided with the initial Directing Certificateholder name and address of such Certificateholder) of such event and shall remain so until a successor is appointed pursuant request that it be informed of any change in the identity of the related Certificate Owner from time to the terms of this Agreement or until a Consultation Termination Event occurs. time.
(f) Until it receives notice to the contrary, contrary each of the Master ServicerServicers, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the preceding sentence most recent notification with respect to the identity of the Controlling Class Certificateholder, and the Directing Certificateholder.
(fg) If Each of the Directing Certificateholders and the Newport Representative shall be deemed as a result of having accepted such appointment, to keep all information obtained as a result of this Section 3.29 with respect to each Mortgage Loan, the related Mortgagor and Mortgaged Property confidential to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates such information is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classnot publicly available.
(gh) [RESERVED]
(i) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hj) All requirements In the event the Newport Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Class NC Certificates representing more than 50% of the Master Class Principal Balance of the Class NC Certificates shall be entitled in accordance with this Section 3.29 to select a representative (the "Newport Representative") having the rights and powers specified in this Agreement or to replace an existing Newport Representative. Upon (i) the receipt by the Paying Agent of written requests for the selection of a Newport Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Class NC Certificates representing more than 50% of the Class Principal Balance of all Class NC Certificates, or (ii) the resignation or removal of the Person acting as Newport Representative, the Paying Agent shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Paying Agent or identified thereto by the Depository or the Depository Participants, the Certificate Owners) of the Class NC Certificates that they may select a Newport Representative. Such notice shall set forth the process for selecting a Newport Representative, which shall be the designation of the Newport Representative by the Holders (or Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of all Class NC Certificates by a writing delivered to the Paying Agent. No appointment of any Person as a Newport Representative shall be effective until such Person provides the Paying Agent with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). Any Newport Representative appointed hereunder shall be automatically removed in the event that any such Class NC Certificateholder or an Affiliate of such Class NC Certificateholder becomes the Newport Mortgage Loan borrower under the Newport Mortgage Loan. Except as otherwise agreed with the related Class NC Certificateholders, no such Newport Representative shall owe any fiduciary duty to the Trustee, the Paying Agent, the Servicer, the Special Servicer or any Certificateholder.
(k) Within ten (10) Business Days (or as soon thereafter as practicable if the Class NC Certificates are Book-Entry Certificates) of receiving a request therefor from the Servicer or Special Servicer, the Paying Agent shall deliver to the requesting party the identity of the Newport Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Paying Agent or identified thereto by the Depository or the Depository Participants, each Certificate Owner) of the Class NC Certificates, including, in each case, names and addresses. With respect to such information, the Paying Agent shall be entitled to conclusively rely on information provided to it by the Depository, and the Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on such information provided by the most recent notification Paying Agent with respect to any obligation or right hereunder that the identity Servicer and contact the Special Servicer may have to deliver information or otherwise communicate with the Newport Representative or any of the Controlling Holders (or, if applicable, Certificate Owners) of the Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect NC Certificates. In addition to the Serviced Whole Loanforegoing, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of the selection, resignation or removal of a request Newport Representative, the Paying Agent shall notify the other parties to this Agreement of such event. The expenses incurred by the Paying Agent in connection with obtaining information from the Master ServicerDepository or Depository Participants with respect to any Book-Entry Certificate shall be expenses of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).
(l) A Newport Representative may at any time resign as such by giving written notice to the Paying Agent and to each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Class NC Certificates. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of all Class NC Certificates shall be entitled to remove any existing Newport Representative by giving written notice to the Trustee and to such existing Newport Representative.
(m) Once a Newport Representative has been selected pursuant to this Section 3.29 each of the parties to this Agreement and each Class NC Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Class NC Certificates, by aggregate Certificate Principal Balance, or such Newport Representative, as applicable, shall have notified the Trustee and each other Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Class NC Certificates, in writing, of the resignation or removal of such Newport Representative.
(n) Any and all expenses of the Newport Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Class NC Certificates, pro rata according to their respective Percentage Interests in such Classes, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Newport Representative by a Mortgagor with respect to this Agreement or the Newport Mortgage Loan, the Newport Representative shall immediately notify the Trustee, the Servicer and the Special Servicer, Certificate Administrator, Trustee, whereupon (if the Special Servicer or any Certificateholder and provide such information the Trust Fund are also named parties to the requesting partysame action and, in the sole judgment of the Special Servicer, (i) the Newport Representative had acted in good faith, without negligence or willful misfeasance with regard to the particular matter, and (ii) there is no potential for the Special Servicer or the Trust Fund to be an adverse party in such action as regards the Newport Representative) the Special Servicer on behalf of the Trust Fund shall, subject to Section 6.03, assume the defense of any such claim against the Newport Representative. This provision shall survive the termination of this Agreement and the termination or resignation of the Newport Representative.
(o) All rights to, and requirements for, information (including the delivery of information or access to information) provided to the Controlling Class Representative contained herein shall also apply to the Newport Representative with respect to information relating to the Newport Mortgage Loan. [End of Article III]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Servicer, the Certificate Administrator Paying Agent and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master ServicerServicers, Special Servicer and Certificate Administrator Paying Agent when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master ServicerServicers, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master ServicerServicers, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master ServicerServicers, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Paying Agent and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator Paying Agent shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, Servicer and the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, Servicers a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer Servicers and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-CRES Investment I LLC NO. I, LP shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occursAgreement. Until it receives notice to the contrary, each of the Master Servicer, the Special ServicerServicers, the Senior Trust Advisor, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(fe) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(gf) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hg) All requirements of the Master Servicer Servicers and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Cibc19)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Servicer, the Certificate Administrator Paying Agent, the Trustee and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer Servicer, the Paying Agent and Certificate Administrator Trustee when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) A "Controlling Class" as of any time of determination shall be the Class outstanding with the most subordinate Class of Regular Certificates having at least 25% of its initial Certificate Balance.
(c) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and Trustee and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(cd) [RESERVED].
(e) [RESERVED].
(f) Until it receives notice to the contrary, contrary each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicers and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder Certificateholder, and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(eg) Upon request, the Certificate Administrator Paying Agent shall deliver to the Trustee, the Special Servicer, Servicer and the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC ARCap CMBS Fund REIT, Inc. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing CertificateholderAgreement.
(fh) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository) of such event and shall request that it be informed of any change in the Class becoming identity of the Controlling Classrelated Certificate Owner from time to time.
(gi) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder Certificateholder, or with respect to the One Post Office Square Whole Loan, the One Post Office Square Representative, may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hj) All requirements In the event the One Post Office Square Whole Loan becomes a Specially Serviced Mortgage Loan, the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Master Class PS Certificates representing more than 25% of the Certificate Balance of the most subordinate Class of such Class PS Certificates (the "One Post Office Square Controlling Holder") shall be entitled in accordance with this Section 3.29 to select a representative (the "One Post Office Square Representative") having the rights and powers specified in this Agreement or to replace an existing One Post Office Square Representative. Solely for purposes of selecting or replacing a One Post Office Square Representative, the Certificate Balances of the Class PS Certificates will be reduced by any Appraisal Reductions with respect to the One Post Office Square Whole Loan, in the following order of priority, first, to the Class PS-7 Certificates until its Certificate Balance has been reduced to zero, second, to the Class PS-6 Certificates until its Certificate Balance has been reduced to zero, third, to the Class PS-5 Certificates until its Certificate Balance has been reduced to zero, fourth, to the Class PS-4 Certificates until its Certificate Balance has been reduced to zero, fifth, to the Class PS-3 Certificates until its Certificate Balance has been reduced to zero, sixth, to the Class PS-2 Certificates until its Certificate Balance has been reduced to zero, and seventh, to the Class PS-1 Certificates until its Certificate Balance has been reduced to zero. Upon
(i) the receipt by the Paying Agent of written requests for the selection of a One Post Office Square Representative from the One Post Office Square Controlling Holder (or, in the case of Book-Entry Certificates, the Certificate Owners), or (ii) the resignation or removal of the Person acting as One Post Office Square Representative, the Paying Agent shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Paying Agent or identified thereto by the Depository or the Depository Participants, the Certificate Owners) of the Class PS Certificates that they may select a One Post Office Square Representative. Such notice shall set forth the process for selecting a One Post Office Square Representative, which shall be the designation of such One Post Office Square Representative by the One Post Office Square Controlling Holder by a writing delivered to the Paying Agent. No appointment of any Person as a One Post Office Square Representative shall be effective until such Person provides the Paying Agent with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). Any One Post Office Square Representative appointed hereunder shall be automatically removed in the event that any Holder of the Class PS Certificates or an Affiliate of such Holder becomes the One Post Office Square Whole Loan borrower under the One Post Office Square Whole Loan. Except as otherwise agreed with the related Holders of the Class PS Certificates, no One Post Office Square Representative shall owe any fiduciary duty to the Paying Agent, the Servicer, the Special Servicer or any Certificateholder.
(k) Within ten (10) Business Days (or as soon thereafter as practicable if the Class PS Certificates are Book-Entry Certificates) of receiving a request therefor from the Servicer or Special Servicer, the Paying Agent shall deliver to the requesting party the identity of the One Post Office Square Representative and a list of each Holder of the Class PS Certificates, including, in each case, names and addresses. With respect to such information, the Paying Agent shall be entitled to conclusively rely on information provided to it by the Depository, and the Servicer and the Special Servicer shall be entitled to provide noticesrely on such information provided by the Paying Agent with respect to any obligation or right hereunder that the Servicer and the Special Servicer may have to deliver information or otherwise communicate with the One Post Office Square Representative or any of the Holders (or, reportsif applicable, statements Certificate Owners) of the Class PS Certificates. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a One Post Office Square Representative, the Paying Agent shall notify the other parties to this Agreement of such event. The expenses incurred by the Paying Agent in connection with obtaining information from the Depository or Depository Participants with respect to any Book-Entry Certificate shall be expenses of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).
(l) A One Post Office Square Representative may at any time resign as such by giving written notice to the Paying Agent and to each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Class PS Certificates. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of all the Class PS Certificates shall be entitled to remove any existing One Post Office Square Representative by giving written notice to the Paying Agent and to such existing One Post Office Square Representative.
(m) Once a One Post Office Square Representative has been selected pursuant to this Section 3.29, each of the parties to this Agreement and each Holder (or Certificate Owner, if applicable) of the Class PS Certificates shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Class PS Certificates, by aggregate Certificate Principal Balance, or the One Post Office Square Representative, as applicable, shall have notified the Paying Agent and each other Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Class PS Certificates, in writing, of the resignation or removal of the One Post Office Square Representative.
(n) Any and all expenses of a One Post Office Square Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of the Class PS Certificates, pro rata, according to their respective Percentage Interests in such Classes, and not by the Trust. Notwithstanding the foregoing, if a claim is made against a One Post Office Square Representative by a Mortgagor with respect to this Agreement or the One Post Office Square Whole Loan, such One Post Office Square Representative shall immediately notify the Trustee, the Servicer, the Paying Agent and the Special Servicer, whereupon (if the Special Servicer or the Trust Fund are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) such One Post Office Square Representative had acted in good faith, without negligence or willful misfeasance with regard to the particular matter, and (ii) there is no potential for the Special Servicer or the Trust Fund to be an adverse party in such action as regards such One Post Office Square Representative) the Special Servicer on behalf of the Trust Fund shall, subject to Section 6.03, assume the defense of any such claim against such One Post Office Square Representative. This provision shall survive the termination of this Agreement and the termination or resignation of such One Post Office Square Representative.
(o) All rights to, and requirements for, information (including the delivery of information or access to information on a websiteinformation) provided to the Directing Certificateholder Controlling Class Representative contained in this Agreement shall also apply to each One Post Office Square Representative with respect to information relating to the One Post Office Square Whole Loan.
(p) All rights to, and requirements for, information (including the delivery of information or access to information) provided to the Controlling Class Representative contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced the One Post Office Square Whole Loan, as applicable.
. If a One Post Office Square Control Appraisal Event has occurred and is continuing, then: (i) Until it receives notice the One Post Office Square Representative shall not be authorized to the contrary, each exercise any of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any its approval and consent rights in this Agreement with respect to the Serviced One Post Office Square Whole Loan, ; and (ii) the related Serviced Whole Loan Controlling Holder Directing Certificateholder shall exercise such rights in accordance conjunction with the related holder of the One Post Office Square Companion Note (or the controlling class of any One Post Office Square Companion Loan Securities, if applicable), pursuant to the procedures set forth in the One Post Office Square Intercreditor Agreement and, to the extent not inconsistent therewith, this Agreement with respect to the One Post Office Square Whole Loan; provided, however, that the One Post Office Square Representative shall nevertheless retain the right to receive distributions, notices and reports under this Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator and Administrator, the Special Servicer and the Senior Trust Advisor of the transfer of any Certificate of a Controlling ClassClass by delivering a notice to each such Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer Servicer, the Certificate Administrator, the Trustee and Certificate Administrator the Senior Trust Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class CertificateholdersCertificateholders entitled to appoint the Directing Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Administrator, the Senior Trust Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder. In the event that (i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Senior Trust Advisor receives written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Senior Trust Advisor that it is the new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Senior Trust Advisor shall be entitled to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling Class.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder and the Class ESK Directing Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the foregoing, within two five (25) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder or Class ESK Directing Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I Raith Capital Partners, LLC shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hi) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall (i) also apply to each Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable and (ii) also entitle the Class ESK Directing Certificateholder, at all times while the ESK Companion Loan is not subject to an ESK Control Appraisal Period to receive such information with respect to the ESK Mortgage Loan and the ESK Companion Loan, as applicable; provided, however, that neither the Master Servicer nor the Special Servicer shall provide information that comprises Privileged Information following the date upon which they receive notice that such ESK Companion Loan is subject to an ESK Control Appraisal Period, and thereafter the Master Servicer and the Special Servicer shall only be required to provide such Class ESK Directing Certificateholder with such information as is expressly required to be delivered under the ESK Intercreditor Agreement; provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information required to be delivered under the ESK Intercreditor Agreement.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Administrator, the Trustee and the Trustee Senior Trust Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder Certificateholder, any AB Whole Loan Controlling Holder and any Controlling Holderthe Class ESK Directing Certificateholder.
(j) With respect to a Serviced Whole Loan or the ESK Whole Loan and any approval and consent rights in this Agreement with respect to the such Serviced Whole Loan or ESK Whole Loan, the related Serviced Whole Loan Controlling Holder or Class ESK Directing Certificateholder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall (i) determine which Class of Certificates is the then-current Controlling Class and (ii) confirm the identity of the Class ESK Directing Certificateholder within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
(l) At any time that the Controlling Class Certificateholder is the holder of a majority of the Class E Certificates and the Class E Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder or (b) to exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor, the Certificate Administrator (which shall be via email to txxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx), the Master Servicer, the Special Servicer and the Senior Trust Advisor. Notwithstanding anything to the contrary contained herein, during such time as a Control Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the definition of Control Event and clause (ii) of the definition of Consultation Termination Event, such Control Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest in the Class E Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan or ESK Companion Loan that became a Specially Serviced Mortgage Loan prior to the sale or transfer of the Class E Certificates to the Non-Waiving Successor and had not also become a Corrected Mortgage Loan prior to such sale or transfer until such time as such Mortgage Loan or ESK Companion Loan becomes a Corrected Mortgage Loan.
(m) Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the Master Servicer, the Special Servicer and the Senior Trust Advisor notice of such event and the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate Administrator shall notify the Senior Trust Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Event or (ii) any Consultation Termination Event. Upon the Certificate Administrator’s determination that a Control Event or a Consultation Termination Event has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s Website pursuant to this provision. In the event that a Control Event has occurred due to a reduction of the Certificate Balance of the Class E Certificates (taking into account the application of any Appraisal Reductions to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control Event has occurred due to the reduction of the Certificate Balance of the Class E Certificates to less than 25% of the Original Certificate Balance thereof.” In the event that a Control Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class E Certificateholder who has become the Controlling Class Certificateholder of its right to appoint a Directing Certificateholder or to exercise any of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control Event and a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder of its rights as Controlling Class Certificateholder.” In the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate Balance, in each case without regard to the application of any Appraisal Reductions, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Appraisal Reductions.” In the event of any transfer of a Class E Certificate, and upon notice to the Certificate Administrator in the form of Exhibit NN that results in a termination of a Control Event or a Consultation Termination Event, such “special notice” shall state: “A Consultation Termination Event or a Control Event has been terminated and is no longer in effect due to a transfer of a majority interest of the Controlling Certificates to an unaffiliated third party which has terminated any waiver by the prior Holder.”
Appears in 1 contract
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Servicer, the Certificate Administrator Paying Agent and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator Paying Agent when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Paying Agent and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator Paying Agent shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, Servicer and the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC Centerline REIT Inc. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occursAgreement. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(fe) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(gf) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hg) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(jh) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Cibc20)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Servicer, the Certificate Administrator Paying Agent, the Trustee and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer Servicer, the Paying Agent and Certificate Administrator Trustee when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) A "Controlling Class" as of any time of determination shall be the Class outstanding with the most subordinate Class of Regular Certificates having at least 25% of its initial Certificate Balance.
(c) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and Trustee and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(cd) [RESERVED].
(e) [RESERVED].
(f) Until it receives notice to the contrary, contrary each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicers and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder Certificateholder, and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(eg) Upon request, the Certificate Administrator Paying Agent shall deliver to the Trustee, Special Servicer and the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC ARCap CMBS Fund REIT, Inc. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing CertificateholderAgreement.
(fh) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository) of such event and shall request that it be informed of any change in the Class becoming identity of the Controlling Classrelated Certificate Owner from time to time.
(gi) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hj) All requirements In the event a Component Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Master related Component Mortgage Loan Certificates representing more than 25% of the Certificate Balance of the most subordinate Class of such Component Certificates (with respect to such Component Mortgage Loan, the "Component Mortgage Loan Controlling Holder") shall be entitled in accordance with this Section 3.29 to select a representative (with respect to such Component Mortgage Loan, the "Component Mortgage Loan Representative") having the rights and powers specified in this Agreement or to replace an existing Component Mortgage Loan Representative. Solely for purposes of selecting or replacing a Component Mortgage Loan Representative, the Certificate Balances of the Component Mortgage Certificates will be reduced by any Appraisal Reductions with respect to the related Component Mortgage Loan, in the following order of priority, (i) in the case of the Battlefield Mortgage Loan, first, to the Class BM-3 Certificates until its Certificate Balance has been reduced to zero, second, to the Class BM-2 Certificates until its Certificate Balance has been reduced to zero and third, to the Class BM-1 Certificates until its Certificate Balance has been reduced to zero and (ii) in the case of the Alliance Center Mortgage Loan, first, to the Class AC-3 Certificates until its Certificate Balance has been reduced to zero, second, to the Class AC-2 Certificates until its Certificate Balance has been reduced to zero and third, to the Class AC-1 Certificates until its Certificate Balance has been reduced to zero. Upon
(i) the receipt by the Paying Agent of written requests for the selection of a Component Mortgage Loan Representative from the related Component Mortgage Loan Controlling Holder (or, in the case of Book-Entry Certificates, the Certificate Owners), or (ii) the resignation or removal of the Person acting as Component Mortgage Loan Representative, the Paying Agent shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Paying Agent or identified thereto by the Depository or the Depository Participants, the Certificate Owners) of the related Component Mortgage Loan Certificates that they may select a Component Mortgage Loan Representative. Such notice shall set forth the process for selecting a Component Mortgage Loan Representative, which shall be the designation of such Component Mortgage Loan Representative by the related Component Mortgage Loan Controlling Holder by a writing delivered to the Paying Agent. No appointment of any Person as a Component Mortgage Loan Representative shall be effective until such Person provides the Paying Agent with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). Any Component Mortgage Loan Representative appointed hereunder shall be automatically removed in the event that any Holder of the related Component Mortgage Loan Certificates or an Affiliate of such Holder becomes the related Component Mortgage Loan borrower under the related Component Mortgage Loan. Except as otherwise agreed with the related Holders of the related Component Mortgage Loan Certificates, no Component Mortgage Loan Representative shall owe any fiduciary duty to the Paying Agent, the Servicer, the Special Servicer or any Certificateholder.
(k) Within ten (10) Business Days (or as soon thereafter as practicable if the applicable Component Mortgage Loan Certificates are Book-Entry Certificates) of receiving a request therefor from the Servicer or Special Servicer, the Paying Agent shall deliver to the requesting party the identity of the related Component Mortgage Loan Representative and a list of each Holder of the related Component Mortgage Loan Certificates, including, in each case, names and addresses. With respect to such information, the Paying Agent shall be entitled to conclusively rely on information provided to it by the Depository, and the Servicer and the Special Servicer shall be entitled to provide noticesrely on such information provided by the Paying Agent with respect to any obligation or right hereunder that the Servicer and the Special Servicer may have to deliver information or otherwise communicate with the related Component Mortgage Loan Representative or any of the Holders (or, reportsif applicable, statements Certificate Owners) of the related Component Mortgage Loan Certificates. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Component Mortgage Loan Representative, the Paying Agent shall notify the other parties to this Agreement of such event. The expenses incurred by the Paying Agent in connection with obtaining information from the Depository or Depository Participants with respect to any Book-Entry Certificate shall be expenses of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).
(l) A Component Mortgage Loan Representative may at any time resign as such by giving written notice to the Paying Agent and to each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the related Component Mortgage Loan Certificates. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of all the related Component Mortgage Loan Certificates shall be entitled to remove any existing related Component Mortgage Loan Representative by giving written notice to the Paying Agent and to such existing related Component Mortgage Loan Representative.
(m) Once a Component Mortgage Loan Representative has been selected pursuant to this Section 3.29, each of the parties to this Agreement and each Holder (or Certificate Owner, if applicable) of the related Component Mortgage Loan Certificates shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the related Component Mortgage Loan Certificates, by aggregate Certificate Principal Balance, or such Component Mortgage Loan Representative, as applicable, shall have notified the Paying Agent and each other Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the related Component Mortgage Loan Certificates, in writing, of the resignation or removal of such Component Mortgage Loan Representative.
(n) Any and all expenses of a Component Mortgage Loan Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of the related Component Mortgage Loan Certificates, pro rata according to their respective Percentage Interests in such Classes, and not by the Trust. Notwithstanding the foregoing, if a claim is made against a Component Mortgage Loan Representative by a Mortgagor with respect to this Agreement or the related Component Mortgage Loan, such Component Mortgage Loan Representative shall immediately notify the Trustee, the Servicer, the Paying Agent and the Special Servicer, whereupon (if the Special Servicer or the Trust Fund are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) such Component Mortgage Loan Representative had acted in good faith, without negligence or willful misfeasance with regard to the particular matter, and (ii) there is no potential for the Special Servicer or the Trust Fund to be an adverse party in such action as regards such Component Mortgage Loan Representative) the Special Servicer on behalf of the Trust Fund shall, subject to Section 6.03, assume the defense of any such claim against such Component Mortgage Loan Representative. This provision shall survive the termination of this Agreement and the termination or resignation of such Component Mortgage Loan Representative.
(o) All rights to, and requirements for, information (including the delivery of information or access to information on a websiteinformation) provided to the Directing Certificateholder Controlling Class Representative contained in this Agreement shall also apply to each Component Mortgage Loan Representative with respect to information relating to the related Component Mortgage Loan.
(p) All rights to, and requirements for, information (including the delivery of information or access to information) provided to the Controlling Class Representative contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Sec Corp Pass Thru Cert Ser 2003-Cibc6)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master ServicerServicers, the Certificate Administrator Paying Agent and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master ServicerServicers, Special Servicer and Certificate Administrator Paying Agent when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master ServicerServicers, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master ServicerServicers, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, contrary each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicers and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder Certificateholder, and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator Paying Agent shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, Servicer and the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, Servicers a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer Servicers and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LNR Securities Holdings, LLC shall be the initial Directing Certificateholder and the initial Controlling Class Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Agreement.
(e) Until it receives notice to the contrary, each of the Master ServicerServicers, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder and the Controlling Class Certificateholder.
(f) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(g) With respect to the One & Two Prudential Plaza Whole Loan and any approval and consent rights in this Agreement with respect to the One & Two Prudential Plaza Whole Loan, the holder of the One & Two Prudential Plaza Mortgage Loan shall exercise such rights in accordance with the One & Two Prudential Plaza Intercreditor Agreement, provided that the Directing Certificateholder may exercise the portion of such rights allocated to the One & Two Prudential Plaza Mortgage Loan.
(h) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hi) All requirements of the Master Servicer Servicers and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification One & Two Prudential Plaza A2 Noteholder with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect relating to the Serviced Whole One & Two Prudential Plaza Mortgage Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp7)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Trustee and to notify the Master Servicer, the Certificate Administrator Trustee and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator Trustee when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Trustee and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Trustee and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Trustee shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, each of contrary the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicer and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder Certificateholder, and the Directing Certificateholder.
(d) In Upon request, the event that no Directing Certificateholder has been appointed or identified Trustee shall deliver to the Master Special Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Trustee shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC JER Investors Trust Inc., shall be the initial Directing Certificateholder and the initial Controlling Class Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Agreement.
(e) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Servicer and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder and the Controlling Class Certificateholder.
(f) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Trustee shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(g) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan, the holder of the related Serviced Mortgage Loan shall exercise such rights in accordance with the related Intercreditor Agreement; provided that the Directing Certificateholder may exercise the portion of such rights allocated to the related Serviced Mortgage Loan.
(h) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hi) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and (subject to any approval and consent rights in this Agreement with respect to confidentiality requirements imposed upon the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor AgreementDirecting Certificateholder).
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp12)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Trustee and to notify the Master Servicer, the Certificate Administrator Servicer and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator Trustee when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) A "Controlling Class" as of any time of determination shall be the Class outstanding with the most subordinate Class of Regular Certificates having at least 25% of its initial Certificate Balance.
(c) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Trustee and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Servicer and Trustee and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Trustee shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(cd) [RESERVED]
(e) [RESERVED]
(f) Until it receives notice to the contrary, contrary each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicers and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder Certificateholder, and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(eg) Upon request, the Certificate Administrator Trustee shall deliver to the Trustee, Special Servicer and the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Trustee shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC Lend Lease Investments Holdings, Inc. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing CertificateholderAgreement.
(fh) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Trustee shall notify the related Certificateholders of such Class (through the Depository) of such event and shall request that it be informed of any change in the Class becoming identity of the Controlling Classrelated Certificate Owner from time to time.
(gi) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hj) All requirements In the event the Concord Mills Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Holxxxx (or, in the case of Book-Entry Certificates, the Certificate Owners) of Class CM Certificates representing more than 25% of the Master Class Balance of the most subordinate Class CM Certificates (the "Concord Mills Controlling Holder") shall be entitled in accordance with this Sexxxxx 3.29 to select a representative (the "Concord Mills Representative") having the rights and powers specified in this Axxxxxent or to replace an existing Concord Mills Representative. Solely for purposes of selecting or replacing the Xxxxord Mills Representative, the Certificate Balances of the Class CM Certificxxxx will be reduced by any Appraisal Reductions with respect to the Concord Mills Mortgage Loan, in the following order of priority, first, to the Xxxxx CM-3 Certificates until its Certificate Balance has been reduced to zero, second, to the Class CM-2 Certificates until its Certificate Balance has been reduced to zero and third, to the Class CM-1 Certificates until its Certificate Balance has been reduced to zero. Upon
(i) the receipt by the Trustee of written requests for the selection of a Concord Mills Representative from the Concord Mills Controlling Holder (or, in xxx xase of Book-Entry Certificates, txx Xxrtificate Owners) of Class CM Certificates representing more than 25% of the Class Principal Balance of all Class CM Certificates, or (ii) the resignation or removal of the Person acting as Concord Mills Representative, the Trustee shall promptly notify the Depositor axx xxe Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Trustee or identified thereto by the Depository or the Depository Participants, the Certificate Owners) of the Class CM Certificates that they may select a Concord Mills Representative. Such notice shall set forth the process for selecxxxx a Concord Mills Representative, which shall be the designation of the Concord Milxx Xxpresentative by the Concord Mills Controlling Holder by a writixx xxlivered to the Trustee. No appoxxxxxnt of any Person as a Concord Mills Representative shall be effective until such Person provides the Xxxxxee with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). Any Concord Mills Representative appointed hereunder shall be automatically removed xx xhe event that any such Class CM Certificateholder or an Affiliate of such Class CM Certificateholder becomes the Concord Mills Mortgage Loan borrower under the Concord Mills Mortgage Loan. Excxxx xs otherwise agreed with the related Class XX Xxrtificateholders, no such Concord Mills Representative shall owe any fiduciary duty to the Trustee, the Sxxxxxer, the Special Servicer or any Certificateholder.
(k) Within ten (10) Business Days (or as soon thereafter as practicable if the Class CM Certificates are Book-Entry Certificates) of receiving a request therefor from the Servicer or Special Servicer, the Trustee shall deliver to the requesting party the identity of the Concord Mills Representative and a list of each Holder of the Class CM Certificxxxx, including, in each case, names and addresses. With respect to such information, the Trustee shall be entitled to conclusively rely on information provided to it by the Depository, and the Servicer and the Special Servicer shall be entitled to provide noticesrely on such information provided by the Trustee with respect to any obligation or right hereunder that the Servicer and the Special Servicer may have to deliver information or otherwise communicate with the Concord Mills Representative or any of the Holders (or, reportsif applicable, statements Certificxxx Xwners) of the Class CM Certificates. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Concord Mills Representative, the Trustee shall notify the other parties to thix Xxxeement of such event. The expenses incurred by the Trustee in connection with obtaining information from the Depository or Depository Participants with respect to any Book-Entry Certificate shall be expenses of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).
(l) A Concord Mills Representative may at any time resign as such by giving written nxxxxx to the Trustee and to each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Class CM Certificates. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of all Class CM Certificates shall be entitled to remove any existing Concord Mills Representative by giving written notice to the Trustee and to sucx xxxsting Concord Mills Representative.
(m) Once a Concord Mills Representatxxx xas been selected pursuant to this Section 3.29 eaxx xx the parties to this Agreement and each Class CM Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Class CM Certificates, by aggregate Certificate Principal Balance, or such Concord Mills Representative, as applicable, shall have notified the Trustee anx xxxh other Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Class CM Certificates, in writing, of the resignation or removal of such Concord Mills Representative.
(n) Any and all expenses of the Concxxx Xills Representative shall be borne by the Holders (or, if applicable, xxx Xertificate Owners) of Class CM Certificates, pro rata according to their respective Percentage Interests in such Classes, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Concord Mills Representative by a Mortgagor with respect to this Agreement or txx Xxncord Mills Mortgage Loan, the Concord Mills Representative shall immediately xxxxfy the Trustee, the Servicer xxx the Special Servicer, whereupon (if the Special Servicer or the Trust Fund are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Concord Mills Representative had acted in good faith, without negligence or wilxxxx misfeasance with regard to the particular matter, and (ii) there is no potential for the Special Servicer or the Trust Fund to be an adverse party in such action as regards the Concord Mills Representative) the Special Servicer on behalf of the Trust Fund xxxxx, subject to Section 6.03, assume the defense of any such claim against the Concord Mills Representative. This provision shall survive the termination of txxx Xgreement and the termination or resignation of the Concord Mills Representative.
(o) All rights to, and requirements xxx, information (including the delivery of information or access to information on a websiteinformation) provided to the Directing Certificateholder Controlling Class Representative contained in this Agreement herein shall also apply to the Concord Mills Representative with respect to information relating to the Concorx Xxxls Mortgage Loan.
(p) All rights to, and requirements fxx, xnformation (including the delivery of information or access to information) provided to the Controlling Class Representative contained herein shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Pass THR Cert Se 2003 C1)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Servicer, the Certificate Administrator Paying Agent and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator Paying Agent when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary, contrary each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Trustee and the Trustee Paying Agent shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder Certificateholder, and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator Paying Agent shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, Servicer and the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I Citigroup Property Investors, a business unit of Citigroup Alternative Investments LLC shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occursAgreement. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(fe) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository) of such event.
(f) With respect to the Class becoming CenterPoint I Whole Loan and any approval and consent rights in this Agreement with respect to the Controlling ClassCenterPoint I Whole Loan, the holder of the CenterPoint I Mortgage Loan shall exercise such rights in accordance with the CenterPoint I Intercreditor Agreement, provided that the Directing Certificateholder may exercise the portion of such rights allocated to the CenterPoint I Mortgage Loan.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced the CenterPoint I Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, Certificateholder and the Directing Certificateholder and any Controlling HolderCertificateholder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (JP Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc14)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Paying Agent, the Servicer, the Certificate Administrator and Special Servicer and Trustee of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Paying Agent Servicer, Special Servicer and Certificate Administrator Trustee when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) A "Controlling Class" as of any time of determination shall be the Class outstanding with the most subordinate Class of Regular Certificates having at least 25% of its initial Certificate Balance.
(c) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Paying Agent, Servicer, Special Servicer, the Trustee, the Certificate Administrator Servicer and Trustee and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(cd) Until it receives notice to the contrary, contrary each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicer and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon requestWithin 30 days of the Closing Date, the Certificate Administrator Paying Agent shall deliver to the Trustee, Special Servicer and the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC First Chicago Capital Corporation shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occursAgreement. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository, unless the Paying Agent shall have been previously provided with the name and address of such Certificateholder) of such event and shall request that it be informed of any change in the Class becoming identity of the Controlling Classrelated Certificate Owner from time to time.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder will not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having so acted, absent willful misfeasance, bad faith or negligence; (vi) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted; and (vii) the taking of, or refraining from taking, any action by the Servicer or the Special Servicer in accordance with the direction of or approval of the Directing Certificateholder, which does not violate any law or the Servicing Standards or the provisions of this Agreement, will not result in any liability on the part of the Servicer or the Special Servicer.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, Certificateholder and the Directing Certificateholder and any Controlling HolderCertificateholder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Mortgage Chase Comm Mort Pass THR Certs Ser 2004-Cibc8)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Trustee and to notify the Master Servicer, the Certificate Administrator Servicer and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator Trustee when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) A "Controlling Class" as of any time of determination shall be the Class outstanding with the most subordinate Class of Regular Certificates having at least 25% of its initial Class Balance.
(c) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Trustee and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Servicer and Trustee and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Trustee shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(cd) [RESERVED]
(e) [RESERVED]
(f) Until it receives notice to the contrary, contrary each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Servicers and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder Certificateholder, and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(eg) Upon request, the Certificate Administrator Trustee shall deliver to the Trustee, Special Servicer and the Special Servicer, the Senior Trust Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Trustee shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC ARCap CMBS Fund REIT, Inc. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing CertificateholderAgreement.
(fh) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Trustee shall notify the related Certificateholders of such Class (through the Depository) of such event and shall request that it be informed of any change in the Class becoming identity of the Controlling Classrelated Certificate Owner from time to time.
(gi) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(hj) All requirements In the event the Simon Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Class S Certificates representing more than 25% of the Master Class Balance of the most subordinate Class S Certificates (the "Class S Controlling Holders") shall be entitled in accordance with this Section 3.29 to select a representative (the "Simon Representative") having the rights and powers specified in this Agreement or to replace an existing Simon Representative. Solely for purposes of selecting or replacing the Simon Representative, the Certificate Balances of the Class S Certificates will be reduced by any Appraisal Reductions with respect to the Simon Mortgage Loan, in the following order of priority, first, to the Class S-3 Certificates until its Certificate Balance has been reduced to zero, second, to the Class S-2 Certificates until its Certificate Balance has been reduced to zero and third, to the Class S-1 Certificates until its Certificate Balance has been reduced to zero. Upon
(i) the receipt by the Trustee of written requests for the selection of a Simon Representative from the Class S Controlling Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Class S Certificates representing more than 25% of the Class Principal Balance of all Class S Certificates, or (ii) the resignation or removal of the Person acting as Simon Representative, the Trustee shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Trustee or identified thereto by the Depository or the Depository Participants, the Certificate Owners) of the Class S Certificates that they may select a Simon Representative. Such notice shall set forth the process for selecting a Simon Representative, which shall be the designation of the Simon Representative by the Class S Controlling Holders by a writing delivered to the Trustee. No appointment of any Person as a Simon Representative shall be effective until such Person provides the Trustee with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). Any Simon Representative appointed hereunder shall be automatically removed in the event that any such Class S Certificateholder or an Affiliate of such Class S Certificateholder becomes the Simon Mortgage Loan borrower under the Simon Mortgage Loan. Except as otherwise agreed with the related Class S Certificateholders, no such Simon Representative shall owe any fiduciary duty to the Trustee, the Servicer, the Special Servicer or any Certificateholder.
(k) Within ten (10) Business Days (or as soon thereafter as practicable if the Class S Certificates are Book-Entry Certificates) of receiving a request therefor from the Servicer or Special Servicer, the Trustee shall deliver to the requesting party the identity of the Simon Representative and a list of each Holder of the Class S Certificates, including, in each case, names and addresses. With respect to such information, the Trustee shall be entitled to conclusively rely on information provided to it by the Depository, and the Servicer and the Special Servicer shall be entitled to provide noticesrely on such information provided by the Trustee with respect to any obligation or right hereunder that the Servicer and the Special Servicer may have to deliver information or otherwise communicate with the Simon Representative or any of the Holders (or, reportsif applicable, statements Certificate Owners) of the Class S Certificates. In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Simon Representative, the Trustee shall notify the other parties to this Agreement of such event. The expenses incurred by the Trustee in connection with obtaining information from the Depository or Depository Participants with respect to any Book-Entry Certificate shall be expenses of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).
(l) A Simon Representative may at any time resign as such by giving written notice to the Trustee and to each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Class S Certificates. The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of all Class S Certificates shall be entitled to remove any existing Simon Representative by giving written notice to the Trustee and to such existing Simon Representative.
(m) Once a Simon Representative has been selected pursuant to this Section 3.29 each of the parties to this Agreement and each Class S Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Class S Certificates, by aggregate Certificate Principal Balance, or such Simon Representative, as applicable, shall have notified the Trustee and each other Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Class S Certificates, in writing, of the resignation or removal of such Simon Representative.
(n) Any and all expenses of the Simon Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Class S Certificates, pro rata according to their respective Percentage Interests in such Classes, and not by the Trust. Notwithstanding the foregoing, if a claim is made against the Simon Representative by a Mortgagor with respect to this Agreement or the Simon Mortgage Loan, the Simon Representative shall immediately notify the Trustee, the Servicer and the Special Servicer, whereupon (if the Special Servicer or the Trust Fund are also named parties to the same action and, in the sole judgment of the Special Servicer, (i) the Simon Representative had acted in good faith, without negligence or willful misfeasance with regard to the particular matter, and (ii) there is no potential for the Special Servicer or the Trust Fund to be an adverse party in such action as regards the Simon Representative) the Special Servicer on behalf of the Trust Fund shall, subject to Section 6.03, assume the defense of any such claim against the Simon Representative. This provision shall survive the termination of this Agreement and the termination or resignation of the Simon Representative.
(o) All rights to, and requirements for, information (including the delivery of information or access to information on a websiteinformation) provided to the Directing Certificateholder Controlling Class Representative contained in this Agreement herein shall also apply to the Simon Representative with respect to information relating to the Simon Mortgage Loan.
(p) All rights to, and requirements for, information (including the delivery of information or access to information) provided to the Controlling Class Representative contained herein shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on the most recent notification with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to the Serviced Whole Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Pas THR CRT Ser 2002 Cibc5)
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator Paying Agent and to notify the Master Servicer, the Certificate Administrator Paying Agent and Special Servicer of the transfer of any Certificate of a Controlling Class, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, Special Servicer and Certificate Administrator Paying Agent when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.
(b) A "Controlling Class" as of any time of determination shall be the Class outstanding with the most subordinate Class of Regular Certificates having outstanding a Certificate Balance that is at least 25% of its initial Certificate Balance.
(c) Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator Paying Agent and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing Certificateholder, the Certificate Administrator Paying Agent shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
(cd) Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor Paying Agent and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.
(d) In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.
(e) Upon request, the Certificate Administrator Paying Agent shall deliver to the Trustee, the Special Servicer, the Senior Trust Advisor, Servicer and the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling Class Certificateholder as reflected in and the Certificate RegistrarDirecting Certificateholder, including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator Paying Agent shall notify the Trustee, the Senior Trust Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, CPUSI CMBS-B Co-Investment I LLC JER Investors Trust Inc. shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occursAgreement. Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator Paying Agent and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.
(f) If to the extent the Certificate Administrator determines that at any time a Class of Book-Entry Certificates is the Certificate belongs to a Controlling Class, the Certificate Administrator Paying Agent shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Classsuch event.
(g) Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) provided to the Directing Certificateholder contained in this Agreement shall also apply to each Companion Holder with respect to information relating to the related AB Mortgage Loan or a Serviced Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each All requirements of the Master Servicer, Servicer and the Special ServicerServicer to provide notices, reports, statements or other information (including the Certificate Administrator and access to information on a website) provided to the Trustee Directing Certificateholder contained in this Agreement shall be entitled also apply to rely on the most recent notification each Companion Holder with respect to the identity and contact information of the Controlling Class Certificateholder, the Directing Certificateholder and any Controlling Holder.
(j) With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect relating to the Serviced Whole related AB Mortgage Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.
(k) The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such information to the requesting party.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc15)
