Enforcement of Alienation Clauses. (a) If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person, or the transfers of interests in the related Borrower, in each case upon the satisfaction of specified conditions, prohibits such an assignment and assumption or transfer except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption or transfer, and the related Borrower (and/or the holders of interests in such Borrower) requests approval for such an assignment and assumption or transfer or enters into a transfer of the related Mortgaged Property or of interest(s) in such Borrower in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, in each case, other than an encumbrance with respect to a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the applicable Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the applicable Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or transfer or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided that all of the following conditions and/or restrictions shall apply:
(A) subject to Section 3.08(c), the applicable Master Servicer shall not enter into such a waiver or approval for any Performing Service...
Enforcement of Alienation Clauses. Section 3.09 Realization Upon Defaulted Mortgage Loans; Required Appraisals.................................................. Section 3.10 Trustee and Custodian to Cooperate; Release of Mortgage Files....................................................... Section 3.11
Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision with respect to a Mortgage Loan, the Master Servicer shall promptly forward such request to the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent rights (if any) of each Companion Holder pursuant to the related Intercreditor Agreement as provided in this Section. With respect to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion Loans), the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Special Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, which notice shall be given by the Special Servicer no later than three Business Days after receipt of such request) has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, which notice shall be given by the Special Servicer no later than three Business Days after receipt of such request) has made any such determination, the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer’s Certificate setting forth the basis for such determination. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servi...
Enforcement of Alienation Clauses. Section 3.09
Enforcement of Alienation Clauses. The Master Servicer (at the direction of the Special Servicer), in the case of Mortgage Loans other than Specially Serviced Mortgage Loans, and the Special Servicer, in the case of Specially Serviced Mortgage Loans, on behalf of the Trustee as the mortgagee of record, shall enforce the restrictions contained in any Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Special Servicer has determined, in its reasonable good faith judgment, that waiver of such restrictions would be in accordance with the Servicing Standard; provided that the Special Servicer shall not waive, or instruct the Master Servicer to waive, any right it has, or grant any consent, or instruct the Master Servicer to grant any consent, it is otherwise entitled to withhold, under any related "due-on-encumbrance" clause until it has received written confirmation from each Rating Agency that such action would not result in the downgrade, qualification or withdrawal of the rating then assigned by such Rating Agency to any Class of Bonds. After having made any such determination, the Special Servicer shall deliver to the Trustee and the Master Servicer an Officer's Certificate setting forth the basis for such determination. The Master Servicer shall provide the Special Servicer with all information as it may reasonably request in order to make such determination.
Enforcement of Alienation Clauses. With respect to all Mortgage Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Special Servicer has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer has made any such determination, the Special Servicer shall deliver to the Trustee, the Rating Agencies and the Master Servicer an Officers' Certificate setting forth the basis for such determination. Neither the Master Servicer nor the Special Servicer shall (a) exercise any such waiver in respect of a due-on-encumbrance provision for any Mortgage Loan or (b) exercise a due on sale provision for any Mortgage Loan that had a Cut-Off Date Balance in excess of 5% of the aggregate Cut-Off Date Balances of all Mortgage Loans without receiving the prior written confirmation from the Rating Agencies that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates.
Enforcement of Alienation Clauses. 49 3.09. Realization upon Defaulted Mortgage Loans.............................49 Section Page ------- ----
Enforcement of Alienation Clauses. 74 3.09. Realization Upon Defaulted Mortgage Loans.............................74 3.10. Trustee to Cooperate; Release of Mortgage Files.......................77 3.11. Servicing Compensation; Interest on Servicing Advances; Payment of Certain Expenses; Obligations of the Trustee regarding Back-up Servicing Advances ...................................................79 3.12. Property Inspections; Collection of Financial Statements; Delivery of Certain Reports.......................................................83 3.13. Annual Statement as to Compliance.....................................83 3.14. Reports by Independent Public Accountants.............................84 3.15. Access to Certain Information.........................................84 3.16. Title to REO Property; REO Account....................................85 3.17. Management of REO Property............................................86 3.18. Sale of Mortgage Loans and REO Properties.............................89 3.19. Additional Obligations of Master Servicer.............................93 3.20. Modifications, Waivers, Amendments and Consents.......................94 3.21. Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping..............................................97 3.22. Sub-Servicing Agreements..............................................98 ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS 4.01. Distributions........................................................101 4.02. Statements to Certificateholders; Certain Other Reports..............111 4.03. P&I Advances.........................................................112 Section Page ----
Enforcement of Alienation Clauses. With respect to those Mortgage Loans it is obligated to service hereunder, each of the Master Servicer and the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Master Servicer or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Master Servicer or Special Servicer has made any such determination, the Master Servicer or Special Servicer shall deliver to the Trustee and the Master Servicer (if such determination is made by the Special Servicer) an Officers' Certificate setting forth the basis for such determination.
Enforcement of Alienation Clauses. 128 SECTION 3.09. Realization Upon Defaulted Mortgage Loans; Required Appraisals...............................131 SECTION 3.10. Trustee and Custodian to Cooperate; Release of Mortgage Files................................135 SECTION 3.11. Servicing Compensation.......................................................................137 SECTION 3.12. Property Inspections; Collection of Financial Statements; Delivery of Certain Reports....................................................................................143 SECTION 3.13. Annual Statement as to Compliance............................................................147 SECTION 3.14. Reports by Independent Public Accountants....................................................148 SECTION 3.15. Access to Certain Information................................................................148 SECTION 3.16. Title to REO Property; REO Accounts..........................................................152 SECTION 3.17. Management of REO Property...................................................................154 SECTION 3.18. Resolution of Defaulted Mortgage Loans and REO Properties....................................157 SECTION 3.19. Additional Obligations of Master Servicer....................................................164 SECTION 3.20. Modifications, Waivers, Amendments and Consents..............................................165 SECTION 3.21. Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping....................................................................................171 SECTION 3.22. Sub-Servicing Agreements.....................................................................174 SECTION 3.23. Representations and Warranties of Master Servicer and Special Servicer.......................177 SECTION 3.24. Sub-Servicing Agreement Representation and Warranty..........................................179 SECTION 3.25. Designation of Controlling Class Representative..............................................179 SECTION 3.26. Application of Default Charges...............................................................181 SECTION 3.27. Controlling Class Representative Contact with Servicer.......................................182 SECTION 3.28. Certain Matters Regarding the Loan Combinations..............................................184 PAYMENTS TO CERTIFICATEHOLDERS
